Exhibit 10.2







================================================================================


                             POWER SUPPLY AGREEMENT


                           dated as of October 3, 2003


                                 by and between


                    AMERENENERGY RESOURCES GENERATING COMPANY


                                       And


                         CENTRAL ILLINOIS LIGHT COMPANY



                               d.b.a. AMERENCILCO
================================================================================


<PAGE>


<TABLE>
<CAPTION>



                                                           TABLE OF CONTENTS


<S>  <C>             <C>                                                                                        <C>
ARTICLE I DEFINITIONS.............................................................................................1
     Section 1.1      Certain Definitions.........................................................................1
     Section 1.2      Interpretation..............................................................................4
     Section 1.3      Titles and Headings.........................................................................5

ARTICLE II TERM           ........................................................................................5
     Section 2.1      Term....................................................................................... 5
     Section 2.2      Extended Term(s)............................................................................5

ARTICLE III ASSIGNMENT AND MANAGEMENT OF SUPPLY ASSETS............................................................6
     Section 3.1      Assignment..................................................................................6
     Section 3.2      Limited Irrevocable Agency..................................................................6
     Section 3.3      Scope of Agency.............................................................................6

ARTICLE IV SCOPE OF SERVICES......................................................................................6
     Section 4.1      Electric Energy.............................................................................6
     Section 4.2      Requirements................................................................................7
     Section 4.3      Daily and Hourly Scheduling.................................................................7
     Section 4.4      Black Start Capability......................................................................8
     Section 4.5      Annual Load Plan and Planned Outage Schedule................................................8
     Section 4.6      Transmission................................................................................9

ARTICLE V DELIVERY AND BILLING....................................................................................9
     Section 5.1      Delivery and Title..........................................................................9
     Section 5.2      Measurement................................................................................10
     Section 5.3      Billing....................................................................................10
     Section 5.4      Records; Inspection........................................................................10

ARTICLE VI COMPENSATION..........................................................................................11
     Section 6.1      CILCO Payments.............................................................................11
     Section 6.2      AERG Payments..............................................................................11

ARTICLE VII DAMAGES; LIMITATION OF LIABILITY.....................................................................12
     Section 7.1      Damages....................................................................................12
     Section 7.2      Limitation of Liability....................................................................12

ARTICLE VIII ARBITRATION.........................................................................................13
     Section 8.1      Arbitration................................................................................13
     Section 8.2      Acknowledgment.............................................................................13

ARTICLE IX FORCE MAJEURE.........................................................................................13
     Section 9.1      Force Majeure..............................................................................13
     Section 9.2      Consequences of Force Majeure Event........................................................14

</TABLE>
                                                                i

<PAGE>
<TABLE>

<S>  <C>                  <C>                                                                                   <C>
ARTICLE X ASSIGNMENT.............................................................................................14

ARTICLE XI DEFAULT; TERMINATION AND REMEDIES.....................................................................15
     Section 11.1          AERG Default..........................................................................15
     Section 11.2          CILCO Default.........................................................................15
     Section 11.3          Remedies..............................................................................16
     Section 11.4          Effect of Termination.................................................................16
     Section 11.5          Provisions Surviving Termination......................................................16

ARTICLE XII REPRESENTATIONS AND WARRANTIES.......................................................................16
     Section 12.1          Representations and Warranties of AERG................................................16
     Section 12.2          Representations and Warranties of CILCO...............................................17

ARTICLE XIII INDEMNIFICATION.....................................................................................18

ARTICLE XIV MISCELLANEOUS........................................................................................18
     Section 14.1          Notices...............................................................................18
     Section 14.2          Governing Law; Submission to Jurisdiction; Selection of Forum.........................19
     Section 14.3          No Third Party Beneficiaries..........................................................19
     Section 14.4          Severability..........................................................................19
     Section 14.5          Waivers...............................................................................20
     Section 14.6          Confidentiality.......................................................................20
     Section 14.7          Entire Agreement and Amendments.......................................................20

</TABLE>
                                                              APPENDICES
                                                              ----------

Appendix A                 System Capacity Requirement
Appendix B                 Supply Assets to be Assigned to AERG
Appendix C                 Supply Assets Subject to Irrevocable Agency
Appendix D                 Strike Price
Appendix E                 Interruptible Customers
Appendix F                 Points of Interconnection


                                                                 ii

<PAGE>



                             POWER SUPPLY AGREEMENT
                             ----------------------

     This Power Supply Agreement  ("Agreement")  dated as of October 3, 2003, is
entered  into by and  between  AmerenEnergy  Resources  Generating  Company,  an
Illinois corporation ("AERG"),  and, Central Illinois Light Company, an Illinois
corporation  ("CILCO");  (AERG  and  CILCO  are  sometimes  referred  to  herein
individually as a "Party" and collectively as the "Parties").

                              W I T N E S S E T H :

     WHEREAS,  CILCO is a public utility  company as defined in Section 3-105 of
the Illinois  Public  Utility Act (220 ILCS 5/3-105) and currently is engaged in
the generation, purchase, transmission, distribution and sale of electric energy
in the State of Illinois; and

     WHEREAS,  CILCO  and  AERG  have  entered  into a  Contribution  Agreement,
pursuant to which,  AERG will acquire from CILCO  certain of CILCO's  generation
assets; and

     WHEREAS,  CILCO has certain other power supply  assets,  which  pursuant to
this Agreement will be assigned to, or managed by, AERG; and

     WHEREAS,   upon   consummation  of  this  Agreement  and  the  Contribution
Agreement,  CILCO will  require a source of electric  energy in order to fulfill
its  obligations  to  provide  safe  and  reliable  electric   transmission  and
distribution services as required by the Illinois Public Utilities Act; and

     WHEREAS, AERG will be the owner of certain generation  facilities,  located
in Illinois,  will have access to certain other electric  supply assets and will
be engaged in the sale of electric energy, capacity and ancillary services; and

     WHEREAS, AERG desires to deliver and sell, and CILCO desires to receive and
purchase, the full requirements of CILCO's System Customers, as defined below;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein set forth, the Parties hereto agree as follows:

                                   ARTICLE I
                                   ---------

                                  DEFINITIONS
                                  -----------

Section 1.1 Certain Definitions.
            -------------------

     As used in this  Agreement,  (i) the terms set forth below in this  Section
l.1 shall have the  respective  meanings so set forth and (ii) the terms defined
elsewhere in this Agreement shall have the meanings therein so specified.

     "AERG Event of Default" shall have the meaning specified in Section 11.1.

<PAGE>

     "Affiliate" shall mean with respect to a corporation,  partnership or other
entity, each other corporation,  partnership,  or other entity that directly, or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such corporation, partnership, or other entity.

     "Agreement"  shall  mean this Power  Supply  Agreement,  together  with all
Exhibits and Schedules hereto.

     "Annual Load Plan" shall have the meaning specified in Section 4.5.

     "Bankruptcy"   shall  mean  any  case,   action  or  proceeding  under  any
bankruptcy,  reorganization, debt arrangement, insolvency or receivership law or
any dissolution or liquidation  proceeding commenced by or against a Person and,
if such case, action or proceeding is not commenced by such Person, such case or
proceeding shall be consented to or acquiesced in by such Person or shall result
in an order for relief or shall remain undismissed for 90 days.

     "Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banks in Chicago, Illinois are authorized or obligated by Law or executive
order to close.

     "Capacity Charge" shall have the meaning specified in Section 6.1(a).

     "Capacity"  shall mean the electric  load-carrying  capability  provided by
AERG to CILCO as measured at a Point of Interconnection, expressed in megawatts.

     "CILCO  Control  Area" shall mean an area within the metered  boundaries of
the  CILCO  control  area  certified  by MAIN  and  recognized  by  NERC,  which
encompasses CILCO's meter-bounded electrical system.

     "CILCO Event of Default" shall have the meaning specified in Section 11.2.

     "CILCO Service Area" shall mean the geographic  area within which CILCO was
lawfully entitled and obligated under the Illinois Public Utility Act to provide
electric power and energy to retail customers as of the Effective Date.

     "Contract  Year" shall mean, in the case of the First  Contract  Year,  the
period beginning on the Effective Date and ending on December 31 of the calendar
year in which  such  Effective  Date  occurs;  and,  in the  case of  subsequent
Contract  Years,  means a  calendar  year  beginning  on January 1 and ending on
December 31. First  Contract Year refers to the first such period  commencing on
the Effective Date; Second Contract Year refers to the calendar year immediately
following such First Contract Year; and so on.

     "Contribution  Agreement" shall mean that certain  Contribution  Agreement,
dated as of the date first written above, by and between CILCO and AERG.

     "Effective  Date"  shall mean the date on which  occurs the  closing of the
transactions contemplated by the Contribution Agreement.

     "Electric Energy" shall have the meaning specified in Section 4.1.

                                       2

<PAGE>

     "Emergency  Condition" shall mean a condition of the electrical system that
would cause a MAIN Callable  Reserve  Emergency as described in MAIN Guide 5B or
similar condition as described by any successor  reliability  organization.  The
Callable  Reserve  requirement of each Reserve Sharing member is located in MAIN
Guide 5A, Appendix A. CILCO's current  contingency  requirement is approximately
38 megawatts.

     "Energy Charge" shall have the meaning specified in Section 6.1(b).

     "Extended  Term" shall mean any period  subsequent  to December  31,  2004,
during which time this Agreement is in effect pursuant to Section 2.2.

     "FERC" shall mean the Federal  Energy  Regulatory  Commission  or any other
successor agency thereto.

     "Force Majeure Event" shall have the meaning specified in Section 9.1.

     "Governmental Authority" shall mean any nation or government (including any
foreign nation or government),  any state or other political subdivision thereof
and any  entity  exercising  executive,  legislative,  judicial,  regulatory  or
administrative  functions of or  pertaining  to  government,  including  without
limitation any government authority,  agency,  department,  board, commission or
instrumentality  of the United States,  any state of the United  States,  or any
political subdivision of any of the foregoing.

     "Initial Term" shall have the meaning specified in Section 2.1.

     "ISO"  shall mean any Person that  becomes  responsible  as an  independent
system operator under  applicable FERC  guidelines for the  transmission  system
serving CILCO customers and AERG facilities.

     "MAIN"  shall  mean  the  Mid-America   Interconnected   Network,  Inc.,  a
reliability council under Section 202 of the Federal Power Act, and the regional
security  coordinator  under NERC,  established  pursuant to the MAIN bylaws and
guides, as currently in effect or as amended, or any successor to MAIN.

     "MWHRS" shall mean Electric Energy expressed in megawatt-hours.

     "NERC" shall mean the North American Electric  Reliability  Council, or any
successor thereto.

     "Network Resources" shall mean Network Resources as defined in CILCO's FERC
Open Access Transmission Tariff ("OATT").

     "Person" shall mean any natural  person,  corporation,  partnership,  firm,
association,  trust, unincorporated organization,  Governmental Authority or any
other entity whether acting in an individual, fiduciary or other capacity.

     "Planned  Outage  Schedule"  shall mean a schedule for a Planned  Outage or
Outages of Generation Units established in accordance with Section 4.5.

                                       3

<PAGE>


     "Planned  Outage" shall mean the removal of a Generation  Unit from service
to perform work on specific  components  that is scheduled  in  accordance  with
Section 4.5.

     "Point of Interconnection" shall mean the metered points of interconnection
as delineated in Appendix F.

     "Requirement of Law" shall mean any foreign, federal, state and local laws,
statutes,  regulations,  rules, codes or ordinances enacted,  adopted, issued or
promulgated  by any federal,  state,  local or other  governmental  authority or
regulatory body (including  those  pertaining to electrical,  building,  zoning,
environmental and occupational safety and health  requirements) or an applicable
tariff filed with any federal,  state, local or other governmental  authority or
regulatory body.

     "Strike Price" for a Supply Asset shall be as delineated in Appendix D.

     "Summer Month" shall mean each of June, July, August and September.

     "System  Capacity  Requirement"  for each month shall be as  delineated  on
Appendix A hereto, unless adjusted by CILCO pursuant to Section 4.5.

     "System Customers" shall mean those customers within the CILCO Service Area
which CILCO is obligated to serve under the Illinois Public Utilities Act.

Section 1.2 Interpretation.
            --------------

     In this Agreement, unless a clear contrary intention appears:

     (i)  the singular includes the plural and vice versa;

     (ii) the terms "dollars" and "$" shall mean United States dollars;

     (iii)reference to any Person includes such Person's  successors and assigns
          but, in the case of a Party,  only if such  successors and assigns are
          permitted by this Agreement, and reference to a Person in a particular
          capacity excludes such Person in any other capacity or individually;

     (iv) reference to any gender includes the other gender;

     (v)  reference  to any  agreement  (including  this  Agreement),  document,
          instrument  or tariff means such  agreement,  document,  instrument or
          tariff as  amended  or  modified  and in  effect  from time to time in
          accordance  with the  terms  thereof  and,  if  applicable,  the terms
          hereof;

     (vi) reference to any  Requirement of Law means such  Requirement of Law as
          amended, modified,  codified or reenacted, in whole or in part, and in
          effect  from  time  to  time,  including,  if  applicable,  rules  and
          regulations promulgated thereunder;

                                       4

<PAGE>


     (vii)reference  to any Section  means such Section of this  Agreement,  and
          references  in any  Section or  definition  to any  clause  means such
          clause of such Section or definition;

    (viii)"hereunder", "hereof" ,"hereto" and words of similar import shall be
          deemed  references  to  this  Agreement  as a  whole  and  not  to any
          particular Section or other provision hereof or thereof;

     (ix) "including" (and with correlative  meaning  "include") means including
          without  limiting the  generality of any  description  preceding  such
          term;

     (x)  any rule of construction or interpretation requiring this Agreement to
          be construed or interpreted  for or against any Party as drafter shall
          not apply to the construction or interpretation hereof; and

     (xi) relative  to the  determination  of any period of time,  "from"  means
          "from and  including",  "to" means "to but  excluding"  and  "through"
          means "through and including."

Section 1.3 Titles and Headings.
            -------------------

     Section and Appendix titles and headings in this Agreement are inserted for
convenience of reference only and are not intended to be a part of, or to affect
the meaning or interpretation of, this Agreement.

                                   ARTICLE II
                                   ----------

                                      TERM
                                      ----
Section 2.1  Term.
             ----

     This  Agreement  shall have a term  commencing  on the  Effective  Date and
ending on December 31, 2004 (the "Initial Term"),  unless earlier  terminated as
provided in this Agreement.

Section 2.2  Extended Term(s).
             ----------------

     This  Agreement  may be  extended  beyond  the  Initial  Term by the mutual
written agreement of the parties.

                                       5

<PAGE>

                                  ARTICLE III
                                  -----------

                   ASSIGNMENT AND MANAGEMENT OF SUPPLY ASSETS
                   ------------------------------------------

Section 3.1  Assignment.
             ----------

     On the Effective Date CILCO shall permanently assign to AERG all of CILCO's
rights and  obligations  under the Supply  Assets  listed in  Appendix B. To the
extent the Parties fail to obtain the necessary  consents required to accomplish
assignment  from CILCO to AERG,  of any Supply  Asset listed on Appendix B, such
Supply  Asset  shall be deemed to be listed on  Appendix  C, and  subject to the
provisions of Section 3.2.

Section 3.2  Limited Irrevocable Agency.
             --------------------------

     CILCO hereby appoints AERG as its exclusive, limited agent to manage all of
CILCO's  rights and  obligations  under the Supply  Assets listed in Appendix C.
Such agency is  irrevocable  for the duration of the Term and is coupled with an
interest under this Agreement.

Section 3.3  Scope of Agency.
             ---------------

     For the Supply Assets  listed in Appendix C, AERG, in its sole  discretion,
shall have sole and exclusive rights to schedule,  nominate and otherwise manage
volumes deliverable from, or any other rights associated with, such assets. AERG
shall pay the  amounts  described  in Section  6.2 for use of the Supply  Assets
during the term. AERG, in its sole discretion, may take any actions on behalf of
CILCO as may be  reasonably  necessary to implement  this  Agreement;  provided,
however that any such actions shall not materially  adversely  affect any rights
and  obligations  CILCO may have  under the  Supply  Assets  related  to periods
subsequent  to the Term of this  Agreement;  and provided  further,  that AERG's
limited  agency shall not create or result in the imposition of any other duties
of AERG to CILCO, including any duties which may otherwise arise by operation of
law. Notwithstanding anything to the contrary in this Agreement,  AERG shall not
be liable to CILCO except in cases of negligence or willful  misconduct and only
to the extent consistent with the limitation of damages in Article VII.

                                   ARTICLE IV
                                   ----------

                                SCOPE OF SERVICES
                                -----------------


Section 4.1  Electric Energy.
             ---------------

     All  electric  energy  provided  by AERG  under this  Agreement  ("Electric
Energy")  shall  be in the  form of  three-phase  alternating  current  having a
nominal  frequency  of  approximately  sixty  cycles  per  second and a harmonic
content  consistent  with the  requirements  of the Institute of Electrical  and
Electronic Engineers Standard No. 519.

                                       6

<PAGE>

Section 4.2  Requirements.
             ------------

     (a)  AERG shall  provide and CILCO shall  receive firm  electric  power and
energy in the  quantities set forth below.  CILCO shall be  responsible  for all
transmission services applicable to transactions under this Agreement.

     (b)  Commencing  on the  Effective  Date through  December  31,  2004,  and
subject to Article IX and Section 4.4 of this  Agreement,  CILCO shall  purchase
and AERG shall provide the System  Capacity  Requirement and all Electric Energy
requirements for its System Customers from AERG.

     (c)  In each year, CILCO shall be entitled to purchase associated energy up
to the level of, and ancillary  services  consistent  with, the System  Capacity
Requirement purchased in that year under this Agreement.

     (d)  CILCO shall use any Electric Energy and Capacity  purchased under this
Agreement  to serve only its  System  Customers,  and CILCO  shall not resell to
non-tariffed  customers any Electric  Energy provided by AERG under the terms of
this Agreement.  As part of the Annual Load Planning process pursuant to Section
4.5 of this Agreement, CILCO shall report to AERG its actual and expected System
Customer obligations.

     (e)  CILCO,  consistent  with  the  terms  and  conditions  of any  special
contracts and its Illinois Commerce  Commission Tariff,  shall, upon the request
of AERG,  immediately curtail deliveries of Electric Energy to its interruptible
customers as delineated on Appendix E.. To the extent CILCO fails to comply with
such a request of AERG,  AERG shall be excused  from  performing  hereunder  and
shall not be liable  for any  damages  under  Article  VII or  otherwise.  If an
interruptible  customer is eligible  under  CILCO's  tariff to "buy  through" an
interruption  and elects to do so, CILCO shall purchase such "buy through" power
from AERG at prevailing market prices.

     (f)  CILCO,  consistent with prudent utility  practice,  shall maintain and
operate the Supply Assets delineated in Appendix C. To the extent CILCO fails to
provide  capacity  and Energy from such Supply  Assets  pursuant to Section 3.3,
AERG shall be excused from performance hereunder and shall not be liable for any
damages under Article VII or otherwise.

Section 4.3  Daily and Hourly Scheduling.
             ---------------------------

     (a)  By 9:00 a.m. on any day during the Term, CILCO shall provide AERG with
its best  estimate of the Electric  Energy  requirements  by hour for its System
Customers  for the next day.  CILCO shall  provide  hourly  updates to such best
estimate throughout each day.

     (b)  The estimates provided pursuant to Section 4.3(a) shall be non-binding
and shall not limit AERG's obligations to meet CILCO's requirements as otherwise
provided herein; provided,  however, to the extent CILCO fails to notify AERG of
any significant  changes to CILCO's best  estimates,  CILCO shall be responsible
for any related  imbalance  charges or costs incurred by AERG and AERG shall not
be liable to CILCO for any damages otherwise payable under Article VII.

                                       7

<PAGE>

Section 4.4  Black Start Capability.
             ----------------------

     CILCO  shall  prepare  and  maintain  a  written  plan  setting  forth  the
procedures  that  would  be  used  to  restart  the  Generation  Units  after  a
system-wide  blackout.  CILCO shall  provide a copy of such plan to AERG for its
review and approval (which shall not be unreasonably  withheld or delayed) as to
its overall  feasibility  (after such approval,  the "Black Start Plan").  CILCO
shall provide for system restoration in accordance with the Black Start Plan. In
addition, CILCO may request that AERG implement a test of such plan from time to
time.  AERG shall  cooperate  with CILCO,  or any other  entity  performing  the
restoration  function,  in  integrating  the  Black  Start  Plan  into a  system
restoration plan and shall  participate in training and restoration  drills.  In
the event that system  restoration  is  necessary,  AERG shall use  commercially
reasonable  efforts to respond to all directions from the entity  performing the
restoration.

Section 4.5  Annual Load Plan and Planned Outage Schedule.
             --------------------------------------------

     (a)  On or before (i) the Effective Date, in the case of the First Contract
Year,  and (ii) the September l immediately  preceding the  commencement  of any
subsequent  Contract Year,  CILCO shall deliver to AERG a written load plan (the
"Annual  Load  Plan")  for such  Contract  Year,  which  shall set forth (A) the
maximum  hourly  peak  load  expected  in each week in each  calendar  month (or
portion of a  calendar  month)  during  such  Contract  Year,  (B) the  expected
requirements for the ancillary  services in each calendar month (or portion of a
calendar  month)  during such  Contract Year and (C) the average of maximum load
day,  average of average  load day and average of minimum load day data for each
of the following  time periods in each calendar  month (or portion of a calendar
month) during such Contract  Year:  (1) the weekday NERC on-peak  period (5x16);
(2) the weekday  off-peak period (5x8);  (3) the weekend off-peak period (2x24);
and (4) any holiday off-peak period (1x24).

     (b)  Following  the receipt of an Annual Load Plan,  AERG may request  that
representatives  of  CILCO  meet  with  its   representatives  for  purposes  of
discussing and reviewing such Annual Load Plan. In any event, AERG shall, within
thirty  days  of its  receipt  of an  Annual  Load  Plan,  (i)  communicate  the
availability of the Generation Units to be used by CILCO in meeting its MAIN/ISO
reliability  and reporting  requirements  for the Contract Year and (ii) provide
CILCO with a Planned Outage Schedule.  In connection with the development of the
Annual Load Plan and the Planned Outage Schedule for a Contract Year,  CILCO and
AERG may discuss and agree upon specific  terms and values  associated  with the
implementation  of  voluntary  curtailment  actions  for  the  Contract  Year in
question.  Such terms and values may be adjusted by  agreement of the Parties as
appropriate during the applicable Contract Year.

     (c)  To the  extent  CILCO  anticipates  that due to load  growth  or other
factors the System  Capacity  Requirement  will be  insufficient  to meet actual
system load,  CILCO by September 1 of that year  preceding any Contract Year may
request that the System  Capacity  Requirement  be increased by up to 4% for any
Contract Year. For any amounts in excess of the System  Capacity  Requirement as
adjusted pursuant to this Section 4.5, CILCO may request additional capacity and
such capacity and any associated  energy  deliveries will be provided by AERG at
mutually agreeable market prices.

                                       8

<PAGE>

     (d)  To the extent CILCO  experiences a loss of System Customer load due to
such customer's opting for unbundled delivery services,  CILCO may request up to
a 10%  reduction  in System  Capacity  Requirement  in any Contract  Year.  Such
reduction shall be permanent and AERG shall have no obligation to provide System
Capacity  Requirement,  Electric Energy and ancillary services above the reduced
amount.  Nothing in this  section  shall  limit  CILCO's  ability to request and
increase in the System Capacity  Requirement under Section 4.5(c) of up to 4% in
any subsequent year.

     (e)  AERG shall be  responsible  for all operation and  maintenance  of the
Generation Units transferred under the Contribution Agreement and shall bear all
costs and liabilities related thereto.

     (f)  CILCO shall designate AERG's Generation Units as Network Resources for
each Contract Year in respect to an Annual Load Plan.  Notwithstanding  any such
designation,  such  Generation  Units may or may not be used by AERG,  at AERG's
sole discretion, to meet CILCO's requirements for Electric Energy.

     (g)  AERG shall  undertake to schedule  and/or  adjust  Planned  Outages of
Generation Units for a Contract Year in accordance with Prudent Utility Practice
and so as to  schedule  such  outages  during non Summer  Months  and/or low use
periods and to minimize Planned Outages during the Summer Months.

     (h)  Upon  request of AERG,  CILCO  shall  provide  weekly  updates to AERG
regarding  an  Annual  Load Plan to  reflect  any  changes  in  expectations  or
circumstances.  AERG  shall  provide  to CILCO,  at a  minimum,  weekly  updates
regarding Generation Unit status, condition, and availability.

Section 4.6  Transmission.
             ------------

     (a)  CILCO shall schedule the transmission within the CILCO Control Area of
Electric Energy delivered by AERG to CILCO for CILCO's System Customers.

     (b)  The Parties acknowledge that this Agreement provides only for delivery
by AERG of Electric  Energy to the Points of  Interconnection  and each Party is
responsible for obtaining and scheduling any necessary transmission services.

                                   ARTICLE V
                                   ---------

                              DELIVERY AND BILLING
                              --------------------


Section 5.1  Delivery and Title.
             ------------------

     Electric Energy  purchased by CILCO from AERG shall be delivered by AERG to
CILCO,  and title to, and risk of loss for, such  Electric  Energy shall pass to
CILCO at any Point of Interconnection with CILCO's transmission system.

                                       9

<PAGE>

Section 5.2  Measurement.
             -----------

         The amount of Electric Energy delivered by AERG to CILCO under this
Agreement during a given hour shall be determined by:

(a) taking the total Electric Energy delivered by or on behalf of AERG for such
hour from (x) outside the CILCO Control Area to an interconnection with the
CILCO transmission system, as established by scheduled deliveries of such
Electric Energy at such interconnection, for delivery into the CILCO Control
Area, and (y) Generation Units in the CILCO Control Area, as established by
readings from meters at such facilities, less (z) the amount of Electric Energy
delivered by AERG to CILCO during the period covered by a Force Majeure Event
which is not obtained or supplied through AERG's Supply Assets or other
generation capacity; and

(b) subtracting from the total under Section 5.2(a) the amount of scheduled
deliveries of Electric Energy (grossed-up for line losses, if not already so
grossed-up) delivered by or on behalf of AERG for such hour to (x) an
interconnection between the CILCO transmission system and the transmission
system of a third party, for delivery outside of the CILCO Service Area and (y)
non-CILCO customers in CILCO's Service Area.

Section 5.3       Billing.
                  -------

     (a)  Within fifteen days after the end of each calendar  month,  AERG shall
render an invoice to CILCO setting forth (i) all amounts due to AERG pursuant to
this Agreement for the immediately preceding calendar month and (ii) all amounts
remaining unpaid from previous  calendar  months.  Any amounts due to CILCO from
AERG shall, at AERG's option,  be credited on the invoice or paid to CILCO under
the same terms specified herein for CILCO's payments to AERG. Failure by AERG to
render such invoice within the  fifteen-day  period shall not preclude AERG from
subsequently rendering an invoice for the relevant calendar month.

     (b)  Subject to the  provisions of Section 5.4, CILCO shall pay any balance
set forth in any  invoice  under  Section  5.3(a) by  Automated  Clearing  House
("ACH") transfer of immediately  available funds to the account specified in the
invoice within ten days after receipt of the invoice.

     (c)  If CILCO disputes any amount in any invoice issued by AERG, the amount
not in dispute shall be timely paid by CILCO,  and any disputed  amount which is
ultimately  determined  to have been payable  shall be paid within ten (10) days
following  such  determination.  Any dispute  which is not promptly  resolved by
mutual  agreement  of the  Parties  shall be  resolved  in  accordance  with the
provisions of Section 8.1.

Section 5.4  Records; Inspection.
             -------------------

     (a)  Each Party shall keep and  maintain all records as may be necessary or
useful in performing or verifying any  calculations  or charges made pursuant to
this  Agreement or in verifying  such Party's  performance  hereunder.  All such
records  shall be  retained  by each  Party for at least  three  calendar  years
following the calendar year in which such records were created. Each Party shall
make such records  available to the other Party for inspection  and copying,  at
the other Party's  expense,  upon reasonable  notice during such Party's regular
business hours. Each

                                       10

<PAGE>

Party and its agents, including auditors, shall have the right, upon thirty days
written notice prior to the end of an applicable three calendar year period,  to
request  copies of such records.  Each Party shall  provide such copies,  at the
other  Party's  expense,  within  thirty days of receipt of such notice or shall
make such  records  available  to the  other  Party  and its  agents,  including
auditors, in accordance with the foregoing provisions of this Section 5.4.

     (b)  Each of the  Parties,  as well as  their  respective  representatives,
shall have the right, at their sole expense,  upon reasonable  notice and during
normal  working  hours,  to examine the records of the other Party to the extent
reasonably  necessary  to  verify  the  accuracy  of any  statement,  charge  or
computation relating to charges under this Agreement.

                                   ARTICLE VI
                                   ----------

                                  COMPENSATION
                                  ------------

Section 6.1  CILCO Payments
             --------------

     CILCO shall pay to AERG,  each calendar  month during the Initial Term, the
following amounts:

     (a)  an  amount  equal to  $7,235/MW  x System  Capacity  Requirement  (the
"Capacity Charge");

     (b)  an  amount  equal  to  $17.05/MWHR  x actual  MWHRS  taken by CILCO as
measured in accordance with Section 5.2 of this Agreement (the "Energy Charge");

     (c)  an amount  reflecting  any mutually  agreed to pricing for  additional
capacity  purchased,  and energy  delivered,  in excess of the  System  Capacity
Requirement pursuant to Section 4.5(c); and

     (d)  for each ancillary service required to be provided by AERG to CILCO, a
rate  equivalent  to  the  rate  in  the   corresponding   Schedule  of  CILCO's
FERC-approved  Ancillary  Service Tariff ("AST"),  or any successor  tariff,  in
accordance with the following:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------- -----------------------
                                   AST Ancillary Services                                        Corresponding AST
                                                                                                      Schedule
---------------------------------------------------------------------------------------------- -----------------------
<S>                                                                                           <C>
Reactive Power Supply and Voltage Control from Generation Sources                              Schedule 2
---------------------------------------------------------------------------------------------- -----------------------
Regulation and Frequency Response Service                                                      Schedule 3
---------------------------------------------------------------------------------------------- -----------------------
Energy Imbalance Service                                                                       Schedule 4
---------------------------------------------------------------------------------------------- -----------------------
Retail Energy Imbalance Service                                                                Schedule 4A
---------------------------------------------------------------------------------------------- -----------------------
Operating Reserve - Spinning Reserve Service                                                   Schedule 5
---------------------------------------------------------------------------------------------- -----------------------
Operating Reserve - Supplemental Reserve Service                                               Schedule 6
---------------------------------------------------------------------------------------------- -----------------------
</TABLE>

Section 6.2  AERG Payments
             -------------

     AERG shall pay to CILCO,  each  calendar  month during the Initial Term, an
amount equal to the applicable  Strike Price for any particular Supply Asset, as
delineated in Appendix D,

                                       11

<PAGE>

multiplied by the total MWHRS requested and delivered during such calendar month
from that Supply Asset.

                                  ARTICLE VII
                                  -----------

                        DAMAGES; LIMITATION OF LIABILITY
                        --------------------------------


Section 7.1  Damages.
             -------

     If AERG fails to deliver up to the System Capacity Requirement, as adjusted
pursuant  to  Section  4.5,  then,  as the sole and  exclusive  remedy  for such
failure,  AERG shall pay to CILCO an amount  representing (i) the excess, if any
between the cost of cover and the amount AERG would have been entitled to charge
CILCO for such Electric Energy under this Agreement,  plus (ii) any commercially
reasonable  charges,  expenses  or  commissions  incurred  necessarily  by CILCO
directly in  connection  with  effecting  cover,  less (iii)  expenses  saved in
consequence of AERG's breach.  Notwithstanding the foregoing: (i) AERG shall not
be liable for the failure to deliver  Electric  Energy  under this  Agreement if
AERG's  performance is excused under Article III, Section 4.5 or Article IX; and
(ii) under no  circumstances  shall  AERG's  liability  for  damages  exceed $30
million, in the aggregate, for any contract year, or portion thereof.

     The Parties agree that it would be difficult,  if not impossible,  to prove
the amount of damages  suffered in the event of a breach of this Agreement,  and
that in the  event  of such a  breach,  AERG  would  pay to  CILCO  the  amounts
specified in this Section 7.1 as  liquidated  damages and not as a penalty.  The
Parties agree that such sums make a reasonable forecast of probable actual loss,
because of the  difficulty  in estimating  with  exactness the damage that might
result.

Section 7.2  Limitation of Liability.
             -----------------------

     In no event or under any  circumstances  shall either Party (including such
Party's Affiliates and such Party's and such Affiliates'  respective  directors,
officers,  employees  and agents) be liable to the other Party  (including  such
Party's Affiliates and such Party's and such Affiliate's  respective  directors,
officers,  employees  and  agents)  for  any  special,  incidental,   exemplary,
indirect,  punitive  or  consequential  damages or damages in the nature of lost
profits,  whether  such loss is based on contract,  warranty or tort  (including
intentional acts, errors or omissions,  negligence,  indemnity, strict liability
or  otherwise).  Subject to Section 7.1, which may further limit the recovery of
damages,  a Party's  liability  under this Agreement shall be limited to direct,
actual damages, and all other damages at law or in equity are waived.

                                       12

<PAGE>


                                   ARTICLE VIII
                                   ------------

                                   ARBITRATION
                                   -----------
Section 8.1  Arbitration.
             -----------

     Any dispute or need for interpretation  arising out of this Agreement shall
be submitted to binding  arbitration  by one  arbitrator  who has not previously
been  employed  by  either  Party,  has  knowledge  of and  experience  with the
competitive electric power sales industry and does not have a direct or indirect
interest  in  either  party  or the  subject  matter  of the  arbitration.  Such
arbitrator  shall either be as mutually agreed by the parties within twenty (20)
business days after written notice from either Party requesting arbitration,  or
failing  agreement,  shall be selected under the expedited rules of the American
Arbitration Association.

     Either Party may initiate  arbitration by written notice to the other Party
and the  arbitration  shall be  conducted  according to the  following:  (a) the
arbitrator  shall be limited to  selecting  only one of the two final  proposals
submitted  by the Parties;  (b) each Party shall divide  equally the cost of the
arbitrator  and the  hearing  and each Party  shall be  responsible  for its own
expenses and those of its counsel and representatives;  (c) the arbitrator shall
issue the decision  within sixty (60) days of selection and such decision  shall
include an explanation to the parties of the decision in a written opinion;  (d)
the hearing shall be conducted on a  confidential  basis without  continuance or
adjournment;   and  (e)   evidence   concerning   the   financial   position  or
organizational  make-up of the  parties,  any offer  made or the  details of any
negotiation  prior  to  arbitration  and  the  cost  of  the  parties  of  their
representatives and counsel shall not be permissible.

Section 8.2  Acknowledgment.
             --------------

     Each  Party  understands  and  agrees  that it shall not be able to bring a
lawsuit  concerning  any dispute  that may arise under this  Agreement  which is
covered by the  arbitration  provision,  other than to compel  arbitration or to
enforce an arbitration award.

                                   ARTICLE IX
                                   ----------

                                  FORCE MAJEURE
                                  -------------

Section 9.1  Force Majeure.
             -------------

     AERG and CILCO  shall not be liable for or on account of any  damage,  loss
(including profit from operations),  injury or expense that may be occasioned by
any  failure,  interruption  or delay in the  delivery  or  receipt of power and
energy hereunder, when such failure,  interruption or delay is due to (a) AERG's
compliance  with any  Emergency  Condition  procedure  of the ISO or (b)  forces
beyond  the  reasonable  control  of  the  Party  experiencing  the  difficulty,
including,  but not limited to,  fires,  strikes,  labor  stoppages,  epidemics,
floods,  earthquakes,   lightening  storms,  ice,  acts  of  God,  riots,  civil
disturbances, civil war, invasion, insurrection, military or usurped power, war,
sabotage,  explosions,  failure of suppliers of materials or fuel,  inability to
obtain or ship  material,  fuel or  equipment  because  of the effect of similar
causes on suppliers or carriers,

                                       13

<PAGE>

or  restraint  by  government  agencies  prohibiting  or failing to approve acts
necessary to  performance  hereunder or permitting  any such act only subject to
unreasonable  conditions  (collectively,   "Force  Majeure  Events");  provided,
however,  that  upon  learning  of any  failure,  interruption  or  delay of the
forgoing type, the Party  experiencing the difficulty shall make diligent effort
to notify the other Party of the  failure,  interruption  or delay and shall use
due, and in its  judgment,  practicable  diligence to remove the cause or causes
thereof;  and provided further,  that AERG or CILCO shall not be required by the
foregoing provisions to settle a strike or labor negotiations except in the best
judgment  of  the  Party  experiencing  the  difficulty  such  settlement  seems
advisable.

Section 9.2  Consequences of Force Majeure Event.
             -----------------------------------

     During a Force Majeure Event:

     (a)  AERG shall continue to have the obligation to supply Electric Energy;

     (b)  if AERG is unable to  provide  Electric  Energy to CILCO  during  such
period using its existing generation capacity and Supply Assets, it shall supply
such energy at prevailing "market rates;"

     (c)  CILCO's  obligation to pay the Capacity  Charge under  Section  6.1(a)
shall continue as and when such charges are due pursuant to this Agreement; and

     (d)  to the extent CILCO is required as a result of a Force  Majeure  Event
to procure additional capacity to satisfy MAIN requirements, and such additional
capacity is procured by AERG;

          (i)  during the first 120 consecutive  days while any such requirement
     is imposed  CILCO  shall pay AERG an amount  equal to the  capacity  charge
     incurred for such additional capacity, less the Capacity Charge due to AERG
     for the same time  period,  but only to the extent  such  amount is greater
     than zero;

          (ii) thereafter,  CILCO  shall pay to AERG an  amount  equal to AERG's
     cost for obtaining such additional capacity.

                                   ARTICLE X
                                   ---------

                                   ASSIGNMENT
                                   ----------

Neither Party may assign its rights or obligations  under this Agreement without
the prior written  consent of the other Party,  which shall not be  unreasonably
withheld  or delayed.  Notwithstanding  the  foregoing,  a Party may assign this
Agreement and all of its rights and obligations hereunder to any Affiliate or to
any third party in connection with the transfer or sale of all or  substantially
all of its business, or to which it may transfer all or substantially all of its
assets  to  which  this  Agreement  relates,  or in the  event  of  its  merger,
consolidation,  change in control or similar transaction,  without obtaining the
prior written consent of the other party,

                                       14

<PAGE>

provided that the assigning  party remains  liable under this Agreement and that
the third  party  assignee  or  surviving  entity  assumes in writing all of its
obligations under this Agreement.

                                   ARTICLE XI
                                   ----------

                        DEFAULT; TERMINATION AND REMEDIES
                        ---------------------------------


Section 11.1  AERG Default.
              ------------

     The  occurrence  and  continuation  of  any  of  the  following  events  or
circumstances  at any time during the Initial Term or any Extended Term,  except
to the extent caused by or resulting  from an act or omission of CILCO in breach
of this Agreement,  shall constitute an event of default by AERG ("AERG Event of
Default"):

     (a)  AERG  fails  to pay any sum due  from  it  hereunder  on the due  date
thereof and such failure is not remedied  within 10 Business  Days after receipt
of written notice thereof from CILCO,

     (b)  AERG's Bankruptcy; or

     (c)  AERG fails in any material respect to perform or comply with any other
obligation in this  Agreement,  which failure  materially and adversely  affects
CILCO, and if reasonably capable of remedy, is not remedied within 60 days after
CILCO has given written notice to AERG of such failure and requiring its remedy;
provided,  however,  that if such remedy cannot  reasonably be cured within such
60-day period, such failure shall not constitute a AERG Event of Default if AERG
has promptly commenced and is diligently proceeding to cure such default.

Section 11.2  CILCO Default.
              -------------

     The  occurrence  and  continuation  of  any  of  the  following  events  or
circumstances  at any time during the Initial Term or any Extended Term,  except
to the extent caused by, or resulting from, an act or omission of AERG in breach
of this Agreement,  shall  constitute an event of default by CILCO ("CILCO Event
of Default"):

     (a)  CILCO fails to pay any amount due from it  pursuant to Section  5.3(b)
hereof  on the due date  thereof  and such  failure  is not  remedied  within 10
Business Days after receipt of written notice thereof from AERG;

     (b)  CILCO's Bankruptcy; or

     (c)  CILCO  fails in any  material  respect to  perform or comply  with any
other  obligation  in this  Agreement,  which failure  materially  and adversely
affects AERG,  and if reasonably  capable of remedy,  is not remedied  within 60
days after AERG has given written  notice to CILCO of such failure and requiring
its remedy;  provided,  however,  that if such remedy cannot reasonably be cured
within such 60-day  period,  such failure shall not  constitute a

                                       15

<PAGE>

CILCO  Event of  Default  if CILCO  has  promptly  commenced  and is  diligently
proceeding to cure such default.

Section 11.3  Remedies.
              --------

     If an Event of Default has occurred,  the non-defaulting Party, in its sole
discretion, may take one or more of the following actions:

     (a)  proceed  pursuant to the dispute  resolution  procedures  set forth in
Article VIII; or

     (b)  by 60  days  advance  written  notice  to the  defaulting  Party,  the
non-defaulting Party may terminate this Agreement and seek damages.

In the case of an Event of  Default  or a  termination  of this  Agreement,  the
rights  and  remedies  provided  for in this  Agreement  shall be the  exclusive
remedies available to the Parties, and all other rights and remedies existing at
law or in equity are waived.

Section 11.4  Effect of Termination.
              ---------------------

     Upon the  termination of this Agreement,  all rights and obligations  under
the Supply Assets listed in Appendices B and C shall be  re-assigned  and revert
back to CILCO.

Section 11.5  Provisions Surviving Termination.
              --------------------------------

     The  provisions  of Section  5.4  (Records;  Inspection)  and  Article  VII
(Damages;  Limitation  of  Liability),  Article  XI  (Default;  Termination  and
Remedies)  Article XIII  (Indemnification)  and Section  14.6  (Confidentiality)
shall survive any termination of this Agreement.

                                  ARTICLE XII
                                  -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------


Section 12.1  Representations and Warranties of AERG.
              --------------------------------------

     AERG hereby makes the following representations and warranties to CILCO:

     (a)  AERG is a corporation  duly  organized,  validly  existing and in good
standing under the laws of Illinois and has the legal power and authority to own
its  properties,  to carry on its business as now being  conducted  and to enter
into this  Agreement  and carry out the  transactions  contemplated  hereby  and
perform and carry out all covenants and  obligations on its part to be performed
under and pursuant to this Agreement;

     (b)  the execution, delivery and performance by AERG of this Agreement have
been duly authorized by all necessary corporate action;

                                       16

<PAGE>

     (c)  the execution and delivery of this Agreement,  the consummation of the
transactions  contemplated hereby and the fulfillment of and compliance with the
provisions  of this  Agreement do not and will not conflict with or constitute a
breach of or a default  under any of the terms,  conditions or provisions of any
legal requirements,  or any organizational documents,  agreement, deed of trust,
mortgage, loan agreement,  other evidence of indebtedness or any other agreement
or  instrument to which AERG is a party or by which it or any of its property is
bound, or result in a breach of or a default under any of the foregoing;

     (d)  this Agreement  constitutes the legal, valid and binding obligation of
AERG enforceable in accordance with its terms, except as such enforceability may
be limited by Bankruptcy, insolvency, reorganization or similar laws relating to
or  affecting  the  enforcement  of  creditors'  rights  generally or by general
equitable principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law;

     (e)  there is no pending, or to the knowledge of AERG, threatened action or
proceeding affecting AERG before any Governmental  Authority,  which purports to
affect the legality, validity or enforceability of this Agreement; and

     (f)  AERG has all necessary approvals from Governmental  Authorities for it
to perform its obligations under this Agreement.

Section 12.2  Representations and Warranties of CILCO.
              ---------------------------------------

     CILCO hereby makes the following representations and warranties to AERG:

     (a)  CILCO is a corporation  duly organized,  validly  existing and in good
standing  under the laws of the State of  Illinois  and has the legal  power and
authority to own its properties, to carry on its business as now being conducted
and to enter into this  Agreement  and carry out the  transactions  contemplated
hereby and perform and carry out all covenants and obligations on its part to be
performed under and pursuant to this Agreement;

     (b)  the  execution,  delivery and  performance  by CILCO of this Agreement
have been duly authorized by all necessary corporate action;

     (c)  the execution and delivery of this Agreement,  the consummation of the
transactions  contemplated hereby and the fulfillment of and compliance with the
provisions  of this  Agreement do not and will not conflict with or constitute a
breach of or a default  under any of the terms,  conditions or provisions of any
legal  requirements,  or its articles of incorporation or bylaws, or any deed of
trust,  mortgage,  loan  agreement,  other evidence of indebtedness or any other
agreement or  instrument  to which CILCO is a party or by which it or any of its
property  is bound,  or  result  in a breach  of or a  default  under any of the
foregoing;

     (d)  this Agreement  constitutes the legal, valid and binding obligation of
CILCO  enforceable in accordance with its terms,  except as such  enforceability
may be  limited  by  Bankruptcy,  insolvency,  reorganization  or  similar  laws
relating to or affecting the  enforcement of creditors'  rights  generally or by
general  equitable  principles,  regardless  of whether such  enforceability  is
considered in a proceeding in equity or at law;

                                       17

<PAGE>

     (e)  there is no pending,  or to the knowledge of CILCO,  threatened action
or proceeding affecting CILCO before any Governmental Authority,  which purports
to affect the legality, validity or enforceability of this Agreement; and

     (f)  CILCO has all necessary approvals from Governmental Authorities for it
to perform its obligations under this Agreement.

                                  ARTICLE XIII
                                  ------------

                                 INDEMNIFICATION
                                 ---------------


     Each Party shall indemnify and hold harmless the other Party, its officers,
directors,  agents and employees  from and against any and all claims,  demands,
actions,  losses,  liabilities,  expenses  (including  reasonable legal fees and
expenses),  suits and  proceedings of, from or brought by any third party of any
nature whatsoever for personal injury,  death or property damage to each other's
property or facilities  or personal  injury,  death or property  damage to third
parties caused by the negligence or willful misconduct of the indemnifying Party
that arise out of or are in any manner  connected  with the  performance of this
Agreement,  except to the extent  such injury or damage is  attributable  to the
negligence or willful  misconduct  of, or breach of this Agreement by, the Party
seeking indemnification hereunder. Title, and all risk relating to, all Electric
Energy  purchased  by CILCO  under  this  Agreement  shall  pass to CILCO at the
respective Points of  Interconnection.  CILCO shall indemnify AERG for liability
from Electric Energy once sold and delivered at such Points of  Interconnection,
and AERG shall  indemnify  CILCO for liability from Electric Energy prior to its
delivery at such Points of Interconnection.

                                  ARTICLE XIV
                                  -----------

                                  MISCELLANEOUS
                                  -------------

Section 14.1  Notices.
              -------

     All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been given if (i) delivered in person (to the individual
whose attention is specified below) or via facsimile (followed  immediately with
a copy in the manner  specified  in clause  (ii)  hereof),  (ii) sent by prepaid
first-class  registered or certified mail,  return receipt  requested,  or (iii)
sent by recognized overnight courier service, as follows:

                  to CILCO:

                           Central Illinois Light Company
                           300 Liberty Street
                           Peoria, Illinois 61602-1404
                           Attention: General Counsel

                                       18

<PAGE>

                  to AERG:

                           AmerenEnergy Resources Generating Company
                           One Ameren Plaza
                           1901 Chouteau Avenue
                           St. Louis, Missouri 63103
                           Attention: General Counsel

or to such other address as any party hereto may,  from time to time,  designate
in a written notice given in like manner.  All notices and other  communications
hereunder shall be deemed effective either (i) the day of receipt when delivered
by hand,  facsimile or overnight  courier;  or (ii) three Business Days from the
date deposited in the mail in the manner specified above.

Section 14.2  Governing Law; Submission to Jurisdiction; Selection of Forum.
              -------------------------------------------------------------

     This agreement shall be governed by, and construed in accordance  with, the
laws of the State of Illinois,  without regard to its principles of conflicts of
laws.  Subject to Article VII,  each party hereto agrees that it shall bring any
action or  proceeding  in respect of any claim arising out of or related to this
Agreement  or  any  ancillary  document  or  the  transactions  contained  in or
contemplated  hereby or  thereby,  whether in tort or  contract  or at law or in
equity,  exclusively  in a court of the State of Illinois (the "Chosen  Courts")
and (i) irrevocably submits to the exclusive  jurisdiction of the chosen courts,
(ii) waives any  objection to laying venue in any such action or  proceeding  in
the chosen  courts,  (iii) waives any  objection  that the chosen  courts are an
inconvenient  forum or do not have  jurisdiction  over any party and (iv) agrees
that service of process upon a Party in any such action or  proceeding  shall be
effective if notice is given in accordance with Section 13.1 of this Agreement.

Section 14.3  No Third Party Beneficiaries.
              ----------------------------

     This  Agreement is intended to be solely for the benefit of the Parties and
their  successors  and  permitted  assigns and is not  intended to and shall not
confer any rights or benefits on any third  party not a  signatory  hereto.  The
Parties'  successors  and permitted  assigns shall be bound by the provisions of
this Agreement.

Section 14.4  Severability.
              ------------

     The  provisions  of  this  Agreement  shall  be  deemed  severable  and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability  of the other provisions  hereof or thereof.  If any provision of
this Agreement, or the application thereof to any Person or any circumstance, is
invalid  or  unenforceable,  (a) a suitable  and  equitable  provision  shall be
substituted  therefore  in  order  to  carry  out,  so far as may be  valid  and
enforceable,  the intent and purpose of such invalid or unenforceable  provision
and (b) the remainder of this Agreement and the application of such provision to
other  Persons or  circumstances  shall not be  affected by such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

                                       19

<PAGE>

Section 14.5  Waivers.
              -------

     The failure of either Party hereto to enforce at any time any  provision of
this Agreement shall not be construed to be a waiver of such  provision,  nor in
any way to affect the validity of this Agreement or any part hereof or the right
of a Party  thereafter to enforce each and every such provision.  A waiver under
this  Agreement  must be in writing and state that it is a waiver.  No waiver of
any breach of this  Agreement  shall be held to constitute a waiver of any other
or subsequent breach.

Section 14.6  Confidentiality.
              ---------------

     Each Party agrees that it will treat in confidence all documents, materials
and other information  marked  "Confidential" or "Proprietary" by the disclosing
Party  ("Confidential  Information")  which it shall  have  obtained  during the
course of the  negotiations  leading to, and its  performance of, this Agreement
(whether  obtained before or after the date of this Agreement).  As used herein,
the term "Confidential  Information" shall not include any information which (i)
is or becomes  available  to a Party from a source  other than the other  Party,
(ii) is or becomes  available to the public other than as a result of disclosure
by the receiving  Party or its agents or (iii) is required to be disclosed under
applicable law or judicial,  administrative or regulatory  process,  but only to
the extent it must be disclosed.

Section 14.7  Entire Agreement and Amendments.
              -------------------------------

     This  Agreement  supersedes all previous  representations,  understandings,
negotiations  and  agreements,  either  written or oral,  between the Parties or
their representatives with respect to the supply and delivery of Electric Energy
and constitutes the entire agreement of the Parties with respect thereto.

                            [SIGNATURE PAGE FOLLOWS]


                                       20

<PAGE>



     IN  WITNESS  WHEREOF,   the  parties  have  caused  their  duly  authorized
representatives  to execute  this Power  Supply  Agreement  as of the date first
above written.

                                         CENTRAL ILLINOIS LIGHT COMPANY, an
                                         Illinois corporation d.b.a. AMERENCILCO



                                         By:     /s/ G.L. Rainwater
                                            ------------------------------------
                                         Name:       G.L. Rainwater
                                         Title:      President



                                         AMERENENERGY RESOURCES GENERATING
                                         COMPANY, an Illinois corporation


                                         By:     /s/ Daniel F. Cole
                                            ------------------------------------
                                         Name:       Daniel F. Cole
                                         Title:      President



                                       21



<PAGE>




                                   Appendix A

                           System Capacity Requirement


                                       22
<PAGE>




                                   Appendix B

                      Supply Assets to be Assigned to AERG

                                       23



<PAGE>




                                   Appendix C

                   Supply Assets Subject to Irrevocable Agency


                                       24

<PAGE>



                                   Appendix D
                                  Strike Price



                                       25
<PAGE>



                                   Appendix E
                             Interruptible Customers



                                       26

<PAGE>



                                   Appendix F
                            Points of Interconnection




                                       27