Power Supply Agreement, dated 12/18/06 between Ameren Energy Marketing Co.
      and Ameren Energy Generating Co.


    Exhibit
      10.1 

    


    


    


    


    POWER
      SUPPLY AGREEMENT

    


    BETWEEN

    


    AMEREN
      ENERGY MARKETING COMPANY

    


    AND

    


    AMEREN
      ENERGY GENERATING COMPANY

    


    DATED
      AS
      OF DECEMBER 18, 2006

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    Power
      Supply Agreement

    Between

    Ameren
      Energy Marketing Company

    And
      

    Ameren
      Energy Generating Company

    


    This
      Power Supply Agreement (referred to as the "Agreement"), entered into this
      18th
      day of December, 2006, by and between Ameren Energy Marketing Company (“Buyer”),
      and Ameren Energy Generating Company (“Seller”), where Buyer and Seller shall be
      referred to herein collectively as “Parties” and individually as a “Party.”


    


    WITNESSETH
      THAT:

    


    WHEREAS,
      Seller
      is a wholly-owned subsidiary of Ameren Energy Development Company and has been
      authorized to sell power at market-based rates; and

    


    WHEREAS,
      Buyer
      is
      a power marketer that has been authorized to sell power at market-based rates;
      and

    


    WHEREAS,
      Seller
      has a fleet of coal and gas fired generating units which currently has a total
      generating capacity of approximately 4,030 MW that operate throughout the states
      of Missouri and Illinois (“Seller’s Generation Fleet”); and

    


    WHEREAS,
      the
      Buyer
      desires to obtain rights to the capacity and energy from the Seller’s Generation
      Fleet pursuant to the terms and conditions of this Agreement in order to, among
      other things sell the capacity and energy into the market using Buyer’s market
      based rate authority; and 

    


    WHEREAS,
      the
      Parties hereto desire to establish herein the terms and conditions under which
      Buyer shall procure the capacity and energy from Seller throughout the term
      of
      this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and provisions of this Agreement and in
      consideration of the mutual agreements and undertakings of the Parties, the
      Parties do hereby agree that the terms and provisions of the Articles and
      Sections shall read in their entirety as follows:

    


    Article
      I

    Term

    


    1.1  Except
      as
      otherwise provided in Section 7.6, this Agreement shall be effective as of
      the
      date set forth above and deliveries shall commence January 1, 2007 and shall
      continue through December 31, 2022 and from year to year thereafter unless
      either Party elects to terminate by providing the other Party with no less
      than
      six (6) months advanced written notice of its desire to terminate. 

    


    
      
        
        

      

      
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    Article
      II

    Delivery
      Point and Transfer of Title

    


    2.1  Seller
      shall sell and deliver and the Buyer shall purchase and receive energy at the
      high side of each generator bus of the Seller’s Generation Fleet (“Delivery
      Point”). All energy delivered hereunder shall be metered as three phase, 60
      hertz at the high side of the step-up transformer. The Buyer shall arrange
      and
      be responsible for all transmission services and costs relative to the capacity
      and associated energy Buyer schedules at and from the Delivery
      Point.

    


    2.2 Title
      to
      and risk of loss related to Buyer’s capacity and associated energy purchased
      hereunder shall transfer from Seller to Buyer at the Delivery Point. Seller
      warrants that it will deliver to Buyer such capacity and energy free and clear
      of all liens, security interests, claims and encumbrances or any interest
      therein or thereto by any person arising prior to the Delivery
      Point.

    


    Article
      III

    Quantity
      and Scheduling

    


    3.1  Seller
      agrees to sell and Buyer agrees to purchase all of the capacity available from
      the Seller’s Generation Fleet and such amount of associated energy from Seller.
      Seller also agrees to provide to Buyer, in addition to capacity and energy,
      ancillary services that Seller has not directly sold to another third party.
      Before any of its ancillary services are sold to a third party, Seller shall
      consult with Buyer and shall offer to sell to Buyer any such ancillary services.
      Buyer and Seller shall discuss the appropriate charges and billing procedures
      for such ancillary services, and if necessary shall amend this agreement
      accordingly.

    


    3.2 For
      planning purposes, sixty (60) days prior to the commencement of each calendar
      year during the term of this Agreement or at such other times as may be
      appropriate, the Parties shall determine in accordance with Section 3.3 below
      the total available MW of capacity and energy which Seller anticipates the
      Seller’s Generation Fleet shall be capable of providing (“Net Generation
      Capability”) during the next succeeding calendar year or during the time period
      remaining until the next determination of Net Generation Capability. Should
      the
      Parties fail to agree to a reasonable value for the Net Generation Capability
      for the next succeeding calendar year, the prior year’s determination shall be
      used. 

    


    3.3 In
      determining the Net Generation Capability of the Seller’s Generation
      Fleet, the
      Parties shall review the actual performance experience of the Seller’s
      Generation Fleet for the past calendar year and determine by mutual agreement
      a
      reasonable value for the Net Generation Capability of the Seller’s Generation
      Fleet for the next succeeding calendar year or during the time period remaining
      until the next calendar year determination. The Parties shall give due
      consideration to pollution control restrictions, the effect of any outage time
      required for expected replacements, extensions, and improvements or major
      maintenance of an unusual nature which is in excess of four weeks' duration
      which would affect the daily capability of the Seller’s Generation Fleet and any
      other factors as may be reasonably determined by the Parties to have an impact
      on the Net Generation Capability of the Seller’s Generation Fleet. 

    


    
      
        
        

      

      
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    3.4 Unless
      otherwise agreed to by the Parties, the
      scheduling of energy shall be in accordance with the following: 

    


    (a) Seller
      shall provide to Buyer notice of the amount of hourly capacity it has
      available (“Hourly Available Capacity”) to sell for next day
      delivery during a morning generation conference call which will
      be held at 0700 CPT each day.  Seller shall provide such prior notice
      to Buyer so that Buyer may schedule the generation into the MISO Day Ahead
      (DA) market (which currently closes at 1100 EST) or into another market on
      the
      business day prior to the next delivery day that quantity of associated energy
      Buyer needs to sell into the applicable market for next day
      delivery.   Seller should also provide, via an electronic means
      made available by the Buyer, the Hourly Available Capacity to the Buyer by
      0800 CPT.  Further, the Seller shall make all efforts to immediately notify
      the Buyer prior to the close of the MISO DA market as to changes following
      the
      0800 CPT electronic declaration that will affect the next day
      deliverability so the Buyer may update the next day schedule.

     

    (b) Seller
      shall immediately notify Buyer via a phone call of any change in
      the amount of capacity it has available on an intra-day basis so that Buyer
      may
      adjust Buyer’s energy schedule accordingly for  both the current and
      next hour delivery. 

    


    (c) In
      addition to the quantity of energy Seller indicated would be available to Buyer
      for next day delivery, Buyer shall use commercially reasonable efforts to
      schedule, no later than  thirty  minutes prior to the start of
      the next clock hour, that quantity of additional energy that Seller timely
      indicates to Buyer will become available for next hour
      delivery.   

    


    (d) All
      energy shall be scheduled for delivery in whole megawatts. Seller shall be
      excused from its obligation to deliver and shall not be obligated to operate
      any
      unit or units within the Seller’s Generation fleet for delivery of energy
      hereunder where the amount of energy scheduled by Buyer cannot be delivered
      by
      operating one or more of the units in the Seller’s Generation Fleet at or above
      the minimum run requirement for such unit or units (“Minimum Run Requirement”).
      Seller shall provide reasonable notice to Buyer when Buyer fails to schedule
      a
      sufficient amount of energy to satisfy the Minimum Run Requirement.

    


    Article
      IV

    Pricing

     

    4.1 Energy
      Charge: For
      each
      MWh of associated energy delivered by Seller and purchased by Buyer during
      the
      month of delivery, Buyer shall pay an Energy Charge equal to the amount
      calculated in accordance with the following formula:

    


    
      
        
        

      

      
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    Energy
      Charge = (Buyer’s Monthly Net Revenues - Monthly Capacity Charge) / Total Energy
      Purchased by Buyer 

    


    Where:

    


    Buyer’s
      Monthly Net Revenues = Buyer’s Total Revenues less Buyer’s Expenses.


    


    Buyer’s
      Total Revenues = Buyer’s gross revenues less any gross revenues associated with
      activities not supported in whole or in part by Seller’s generation or the
      generation owned and operated by AmerenEnergy Resources Generating Company
      (“AERG”).

    


    Buyer’s
      Expenses = All administrative and general, transmission, purchased power or
      other expenses less those expenses not supporting in whole or in part the gross
      revenues associated with Seller’s generation or the generation owned and
      operated by AERG.

    


    Monthly
      Capacity Charge = the capacity charge assessed by Seller to Buyer each month
      for
      capacity purchased pursuant to this Agreement and by AERG for capacity purchased
      pursuant to the Power Supply Agreement between Buyer and AERG dated December
      18,
      2006.

    


    Total
      Energy Purchased by Buyer = the total MWhs of energy purchased by Buyer from
      Seller and Seller’s affiliate AERG.

    


    4.2 Monthly
      Capacity Charge: Buyer
      shall also pay a Monthly Capacity Charge, which shall be calculated in
      accordance with Attachment A. If accounting information is not available to
      exactly determine the Monthly Capacity Charge by the invoicing deadline for
      a
      given month, the Monthly Capacity charge will be estimated in a commercially
      reasonable manner and adjusted to actual on the following month’s
      invoice.

    


    Article
      V

    Billing
      and Payment

    


    5.1 
      By the
      twentieth business day of the month immediately following the month of service,
      Seller shall render to Buyer an invoice indicating the Energy Charge and the
      Monthly Capacity Charge for such month of delivery and any credit or assessment
      to reflect any adjustment needed to rectify differences between the estimated
      Monthly Capacity Charge and the actual Monthly Capacity Charge for prior months
      of delivery. Buyer shall make payment promptly upon the receipt of such
      statement, and, in any event, no later than the 25th
      day of
      the month in which such invoice is rendered, provided, however, such due date
      shall be extended by the number of days Seller is late in rendering the invoice.
      

    


    5.2 Seller
      shall keep complete and accurate records, meter readings and memoranda of its
      operations and costs for the Seller’s Generation Fleet and the sale of its
      capacity and energy under this Agreement and shall maintain such data for a
      period of at least five (5) years 

     

    
      
        
        

      

      
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    after
      the
      completion of each billing month of this Agreement. In addition to the right
      of
      Buyer to review certain costs sixty (60) days prior to the end of the first
      calendar year and each calendar year thereafter as set forth in Article IV,
      Buyer shall have the right, at its own expense and during reasonable hours,
      to
      examine the records of Seller to enable it to determine the accuracy and
      reasonableness of payments made for energy and capacity purchased under this
      Agreement. Such right shall continue for two (2) years after receipt of each
      monthly billing statement. Buyer shall have the right to dispute any billing
      up
      to two (2) years after it is rendered. Buyer shall likewise make available
      to
      Seller any statements, invoices or other documents evidencing the quantity
      of
      energy delivered at the Delivery Point. If any such examination reveals any
      inaccuracy in any statement, Seller shall promptly revise such statement and
      the
      Party owing the adjusted amount shall promptly make payment.

    


    Article
      VI

    Operations

    


    6.1 Metering:
      Seller
      shall own and maintain such metering equipment as may be necessary to provide
      complete information regarding the delivery of capacity and energy to or for
      the
      account of Buyer at the Delivery Point. Seller shall make such periodic tests
      and inspections of its meters as may be necessary to maintain them at the
      highest practical commercial standard of accuracy, and shall advise Buyer
      promptly of the results of any such test showing an inaccuracy of more than
      1
      percent. Seller shall make additional tests of its meters at the request of
      Buyer. Buyer shall be given notice of, and may have representatives present
      at,
      such tests and inspections. If any periodic or additional test shows that a
      meter is within 1 percent of accuracy, no correction shall be made in billings;
      but if any test shows that the meter is inaccurate by more than 1 percent,
      a
      correction shall be made in the billing for one-half the elapsed period since
      the last test was made. The cost of any additional test requested by Buyer
      shall
      be borne by Buyer if such test shows the meter to be within 1 percent of
      accuracy, and by Seller if such test shows it to be inaccurate by more than
      1
      percent.

    


    6.2 Winter
      Operations: The
      Parties recognize that there may be some units within the Seller’s Generation
      Fleet that operate primarily during the months of April through October of
      each
      year. The Parties further recognize that additional costs may be incurred in
      order to commence operations of certain units during the winter season after
      cessation of operations for a time, and that certain modifications to such
      units
      such as installation of inlet air de-icing equipment may be needed. Upon Buyer’s
      request, Seller shall provide Buyer an estimate of such additional costs for
      the
      modifications necessary for winter operations. Should Buyer agree to incur
      the
      additional costs and/or to pay the costs for necessary modification, Seller
      shall make such necessary modifications. The additional fixed costs of such
      modifications upon their completion shall be included in Monthly Capacity
      Charge. 

    


    6.3 Operating
      Committee:
      Seller
      and Buyer shall appoint one or more members to an Operating Committee, which
      shall have the authority to establish normal system control procedures, and
      to
      act in matters relating to the sale and purchase of capacity and energy under
      this Agreement, in addition to specific authority set out elsewhere in this
      Agreement. The Operating Committee shall have no authority to modify the terms
      or conditions of this Agreement except pursuant to Section 8.9. All decisions
      of
      the Operating Committee shall be 

     

     

     

    
      
        
        

      

      
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    unanimous
      and shall be set forth in writing, with copies to be delivered to each Party.
      Buyer shall also aid in providing guidance to Seller relative to other matters
      arising under this Agreement. All recommendations or determinations of the
      Operating Committee shall conform to good utility practice. In the event that
      the Operating Committee members cannot agree on such matters for which this
      Agreement requires the Operating Committee’s approval, the Seller may seek
      resolution of the question or controversy by arbitration pursuant to Section
      8.4; provided, however, no initial meeting prior to initiating arbitration
      procedures shall be required.

    


    6.4.
       Construction
      and Operating Plans:
      Seller
      agrees to operate and maintain the Seller’s Generation Fleet so that the total
      net megawatts deliverable from the Seller’s Generation Fleet shall be at its
      highest level possible consistent with safe, prudent and efficient operation
      and
      the requirements of Buyer. By September 1 of each year, Seller shall submit
      to
      the Operating Committee Sellers proposed construction and operating plans,
      and
      any proposed plans for retirement of any unit or units within the Seller’s
      Generation Fleet for the next calendar year. 

    


    6.5
       Scheduled
      Maintenance: On
      or
      before September 1 of each year, Seller shall provide to the Operating Committee
      its schedule of planned maintenance outages for the following calendar year.
      

    


    Article
      VII

    Events
      of Force Majeure and Default

    


    7.1 Force
      Majeure Definition: As
      used
      in this Agreement, an Event of Force Majeure means an event or circumstances
      which prevents one Party (the Claiming Party) from performing its obligations
      or
      causes delay in the Claiming Party’s performance under this Agreement, which
      event is beyond the reasonable control of, and is not the result of the
      negligence of the Claiming Party, and which, even with the exercise of due
      diligence or use of good utility practice, the Claiming Party is unable to
      overcome or avoid or cause to be avoided, such as, but not limited to acts
      of
      God; fire; flood; earthquake; war; riots; requirements, actions or failure
      to
      act on the part of governmental authorities; adoption or change in any law,
      regulation, statute, rule or regulation imposed by federal, state or local
      governmental bodies, including, without limitation, a change in the
      interpretation thereof; or any lawful order by any court or administrative
      agency. Interruptions or curtailment of (i) non-firm transmission by Buyer’s
      transmission provider or (ii) interruptible transportation by Seller’s natural
      gas pipeline shall not constitute Events of Force Majeure.

    


    7.2
       Excused
      Performance: Except
      for obligations to make any payments under this Agreement, the Parties shall
      be
      excused from performing their respective obligations if and to the extent that
      they are unable to so perform or are
      prevented from performing by a Force Majeure, provided that (1) the
      non-performing Party, as promptly as practicable after the Party reasonably
      determines that a Force Majeure event has occurred, gives the other Party
      written notice describing the particulars of the occurrence; (2)
      the
      suspension of performance is of no greater scope and of no longer duration
      than
      is reasonably required by the Force Majeure; (3) the non-performing Party uses
      due diligence to remedy its inability to perform; and (4) as soon as the
      non-performing Party is able to resume performance of its obligations excused
      as
      a result of the occurrence, it gives prompt written notification thereof to
      the
      other Parties. Seller’s failure to 

     

     

    
      
        
        

      

      
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    deliver
      unit firm capacity and associated energy scheduled by Buyer shall be excused,
      in
      addition to an Event of Force Majeure, in the event that any one or more units
      of the Seller’s Generation Fleet is unavailable as a result of a Forced Outage
      (as defined in the NERC Generating Unit Availability Data System (GADS) Forced
      Outage reporting guidelines). 

    


    7.3
       Performance
      Assurance:
      If
      either Party ("X") has reasonable grounds to believe that the other Party's
      ("Y") creditworthiness or performance under this Agreement has become
      unsatisfactory, X may provide Y with written notice requesting Performance
      Assurance in an amount determined by X in a commercially reasonable manner.
      Upon
      receipt of such notice, Y shall have three (3) Business Days to remedy the
      situation by providing Performance Assurance to X. Failure of Y to provide
      Performance Assurance, or a guaranty or other credit assurance, acceptable
      to X
      within three (3) Business Days after written notice shall constitute an Event
      of
      Default under the Agreement. "Performance Assurance" means collateral in the
      form of either cash, Letter(s) of Credit, or other security acceptable to the
      requesting Party. "Letter(s) of Credit" means one or more irrevocable,
      transferable standby letters of credit issued by a U.S. commercial bank or
      a
      foreign bank with a U.S. branch with such bank having a credit rating of at
      least A- from the Standard & Poor's Rating Group or A3 from Moody's Investor
      Services, Inc. "Business Day" means any day except a Saturday, Sunday or a
      Federal Reserve Bank holiday.

    


    7.4
       Grant
      of Security Interest:
      To
      secure
      its obligations under this Agreement and to the extent either or both Parties
      deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants
      to the other Party (the "Secured Party") a present and continuing first priority
      secured interest in, and lien on (and right of recoupment and set-off against),
      and assignment of, all cash collateral and cash equivalent collateral and any
      and all proceeds resulting therefrom or the liquidation thereof, whether now
      or
      hereafter held by, on behalf of, or for the benefit of, such Secured Party,
      and
      each Party agrees to take such action as the other Party reasonably
      requires in order to perfect the Secured Party's first-priority security
      interest in, and lien on (and right of recoupment and/or setoff against), such
      collateral and any and all proceeds resulting therefrom or from the liquidation
      thereof.

    


    7.5
       Event
      of Default: An
      "Event
      of Default" shall occur:  

    


    (a) With
      respect to Seller, if a Forced Outage continues for a period of one (1) year
      on
      one or more units of Seller's Generation Fleet;

    


    (b) With
      respect to Buyer, if Buyer fails to make, when due, any payment required
      pursuant to this Agreement if such failure is not remedied within five (5)
      calendar days after written notice;

    


    (c)
       With
      respect to either Seller or Buyer, if it fails to perform any material covenant
      or obligation set forth in this Agreement (except to the extent constituting
      a
      separate Event of Default) if such failure is not cured within fifteen (15)
      calendar days after written notice; 

     

    (d) With
      respect to either Seller or Buyer, if it (i) files a petition or otherwise
      commences, authorizes, or acquiesces in the commencement of a proceeding or
      cause of 

     

     

    
      
        
        

      

      
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    action
      under any bankruptcy, insolvency, reorganization or similar law, or has any
      such
      petition filed against it, (ii) makes an assignment or general arrangement
      for
      the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however
      evidenced), or (iv) has a liquidator, administrator, receiver, trustee,
      conservator or similar official appointed with respect to it or any substantial
      portion of its property or assets; 

    


    (e) With
      respect to either Seller or Buyer, if it fails to provide Performance Assurance
      in accordance with Section 7.3 of this Agreement within three (3) Business
      Days
      after written notice.

    


    7.6 Termination
      in Event of Default: If
      an
      Event of Default, as defined above, occurs, the Party not in default shall,
      in
      addition to any other rights and remedies provided by law, have the right to
      immediately suspend its performance to the Party in default or to immediately
      terminate this Agreement.

    


    Article
      VIII

    General
      Provisions

    


    8.1
       Notices:
      All
      notices, requests statements or payments shall be made as specified in the
      Notice and Contact Appendix attached to this Agreement and shall, unless
      otherwise specified herein, be in writing (unless otherwise provided) and shall
      be considered duly delivered when received by mail, facsimile, wire, e-mail
      or
      overnight courier. 

    


    8.2 Indemnity
      and Limitation of Damages: Each
      Party (the Indemnifying Party) shall indemnify, save harmless and defend the
      other Party, including the other Party’s parents, subsidiaries, affiliates and
      their respective officers, directors, agents and employees, from and against
      all
      claims, demands, costs and expenses (including reasonable attorneys’ fees and
      court costs) in any manner, directly or indirectly, connected with or arising
      from any loss, damage or injury to any person(s) or property occurring on the
      Indemnifying Party’s side of the Delivery Point. Neither Party shall be liable
      to the other, whether in contract, in tort (including negligence, but not
      including gross negligence) under any warranty or otherwise, for damages for
      loss of profits or revenue, loss of use of any property, cost of capital, or
      other similar incidental or consequential damages.  

     

    8.3 Regulatory
      Approvals and Saving Clause: The
      Parties recognize that the sale and delivery of capacity and energy under this
      Agreement may be subject to regulation by federal and state agencies having
      jurisdiction over the Agreement, Buyer, Seller and various aspects of the
      transmission and delivery of capacity and energy to Buyer. Any provision
      declared or rendered unlawful by any applicable court of law or such regulatory
      agency or deemed unlawful because of a statutory or regulatory change shall
      not
      otherwise affect the remaining lawful obligations that arise under the
      Agreement. In the event that any order of a court or regulatory agency with
      competent jurisdiction, including the Federal Energy Regulatory Commission,
      results in substantive modification of the Agreement or otherwise affects the
      Parties’ economic benefits intended under the Agreement, the Parties shall use
      good faith efforts to reform the Agreement in order to give effect to the
      original intention and economic bargain of the Parties.

     

    
      
        
        

      

      
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    8.4 Resolution
      of Disputes: If
      a
      question or controversy arises among the Parties concerning the observance
      or
      performance of any of the terms, provisions or conditions contained herein
      or
      the rights or obligations of any of the Parties under this Agreement, such
      question or controversy shall in the first instance be the subject of a meeting
      among the Parties to negotiate a resolution of such dispute. Such meeting shall
      be held within fifteen (15) days of a request by any Party. If within fifteen
      (15) days after that meeting, the Parties have not negotiated a resolution
      or
      mutually extended the period of negotiation, any Party may seek resolution
      of
      the question or controversy by arbitration in accordance with arbitration
      procedures established from time to time by the American Arbitration Association
      (“AAA”). Any decision and award of the majority of arbitrators shall be binding
      upon all Parties to the arbitration. The arbitrators shall not award any
      indirect, special, incidental or consequential damages against a Party; but
      may
      award reasonable attorney fees and related legal expenses to the prevailing
      Party. Judgment upon the award rendered may be entered in any court of competent
      jurisdiction. Such judgment shall be consistent with the terms and conditions,
      and the spirit of this Agreement.

     

    8.5 Assignment:
      This
      Agreement shall inure to the benefit of and be binding upon each Party’s
      successors and permitted assigns. No Party shall assign this Agreement or their
      related contractual rights without the prior written consent of the other Party,
      which prior written consent shall not be unreasonably withheld or delayed;
      provided, however, any Party may, with ten (10) days written notice to the
      other
      Party, and without written consent of the other Party, assign or transfer this
      Agreement to (i) its affiliate or subsidiary; or (ii) a successor to all or
      substantially all the properties and assets of such Party; provided that the
      assignee is at least as creditworthy as the assigning Party. No assignment
      of
      this Agreement shall release or discharge Buyer or Seller from their future
      obligations hereunder unless all such obligations are assumed by the successor
      or assignee of Buyer or Seller, as the case may be.

    


    8.6 Jurisdiction:
      Except
      as
      to matters within the jurisdiction of particular regulatory bodies outside
      the
      State of Illinois, this Agreement
      shall be construed under the laws of the State of Illinois. 

    


    8.7 No
      Confidentiality: The
      Parties acknowledge that this Agreement will be filed with the Securities and
      Exchange Commission. Thus, its terms and conditions will be placed in the public
      domain. 

    


    8.8 Survivorship
      of Obligations:
      The
      termination of this Agreement shall not discharge any Party from any obligation
      it owed to any other Party under the Agreement by reason of any delivery, loss,
      cost, damage, expense or liability which shall occur or arise prior to such
      termination. It is the intent of the Parties that any such obligation owed
      (whether the same shall be known or unknown as of the termination of this
      Agreement) shall survive the termination of this Agreement. The Parties also
      intend that the indemnification and limitation of liability provisions contained
      in this Agreement shall remain operative and in full force and effect,
      regardless of any termination of this Agreement, except with respect to actions
      or events occurring or arising after such termination is effective.

    


    8.9 Construction
      of Agreement:  This
      Agreement shall not be modified except in writing by amendment executed by
      all
      Parties. This
      Agreement shall not impart any rights 

     

    
      
        
        

      

      
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    enforceable
      by any third party (other than a permitted successor or assignee bound to this
      Agreement). Waiver by a Party of any default by another Party shall not be
      construed as a waiver of any other default. The Article and Section headings
      in
      this Agreement have been inserted as a matter of convenience and reference
      only, and are not a part of this Agreement.

    


    8.10 Buyer
      and
      Seller each acknowledge that it is a "forward contract merchant" and that this
      Agreement constitutes a "forward contract" within the meaning of the United
      States Bankruptcy Code.

     

    IN
      WITNESS WHEREOF, that
      this
      Power Supply Agreement between Ameren Energy Marketing Company and Ameren Energy
      Generating Company may be executed in any number of counterparts, all of which
      shall constitute but one and the same document, the Parties hereto have caused
      this Agreement to be executed by their duly authorized officers, as of the
      day
      and year first above written:

    


    


    Ameren
      Energy Marketing Company

    


    By     /s/Andrew
      M.
      Serri                                                     

     
Andrew
      M. Serri

    


    Title  President                                       
                                     

    


    


    


    Ameren
      Energy Generating Company

    


    By     /s/
      Jerry L.
      Simpson                                                   

      Jerry
      L. Simpson

    


    Title  Vice
      President                                                                           

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 POWER
                  SUPPLY AGREEMENT

              
	
                 BETWEEN
                  AMEREN ENERGY MARKETING COMPANY

              
	
                 AND

              
	
                 AMEREN
                  ENERGY GENERATING
                  COMPANY

              
	 
	
                 NOTICE
                  AND CONTACT APPENDIX

              
	 	 
	
                AMEREN
                  ENERGY MARKETING

              	
                AMEREN
                  ENERGY GENERATING

                COMPANY

              
	 	 
	
                All
                  Notices:

              	
                All
                  Notices:

              
	 	 
	
                Street:
                  1901 Chouteau Avenue

              	
                Street:
                  1901 Chouteau Avenue

              
	
                 M/C
                  AME-950

              	
                 M/C
                  AME-950

              
	
                City/State/Zip:
                  St. Louis, MO 63103 

              	
                City/State/Zip:
                  St. Louis, MO 63103 

              
	 	
                 

              
	
                Contract
                  Administration 

              	
                Contract
                  Administration

              
	
                Attn:
                  Daphyne Bradley

              	
                Attn:
                  Daphyne Bradley

              
	
                Phone:
                  (314) 613-9413 

              	
                Phone:
                  (314) 613-9413

              
	
                Facsimile:
                  (314) 613-9015

              	
                Facsimile:
                  (314) 613-9015

              
	
                Email:
                  dbradley@ameren.com

              	
                Email:
                  dbradley@ameren.com

              
	 	 
	
                Invoices

              	
                Invoices

              
	
                Attn:
                  Greg Weiss

              	
                Attn:
                  Greg Weiss

              
	
                Phone:
                  (314) 613-9477

              	
                Phone:
                  (314) 613-9477

              
	
                Facsimile:
                  (314) 613-9015

              	
                Facsimile:
                  (314) 613-9015

              
	
                Email:
                  gweiss2@ameren.com 

              	
                Email:
                  gweiss2@ameren.com

              
	 	 
	
                Scheduling 

              	
                Scheduling

              
	
                Attn:
                  Jinna Hopson

              	
                Attn:
                  Jinna Hopson

              
	
                Phone:
                  (314) 613-9043

              	
                Phone:
                  (314) 613-9043

              
	
                Facsimile:
                  (314) 206-1682

              	
                Facsimile:
                  (314) 206-1682

              
	
                Email:
                  jhopson@ameren.com 

              	
                Email:
                  jhopson@ameren.com

              
	 	 
	
                Credit

              	
                Credit

              
	
                Attn:
                  Director of Credit

              	
                Attn:
                  Director of Credit

              
	
                Phone:
                  (314) 613-9139

              	
                Phone:
                  (314) 613-9139

              
	
                Facsimile:
                  (314) 613-9006

              	
                Facsimile:
                  (314) 613-9006

              
	
                Email:
                  tmoloney@ameren.com 

              	
                Email:
                  tmoloney@ameren.com

              
	 	 


      

       

      
        
          
          

        

        
          -1-

          
            

          

        

        

          Attachment
            A

           

          Capacity
            Charge Calculation

           

          	I.   
                   	
                  Definitions

                


           

        

      

    

    When
      used
      in this Attachment A, the following capitalized terms shall have the meanings
      ascribed to them below.

     

    Administrative
      and General Expenses means
      those Generating Resource Expenses chargeable to Accounts 920 through 935 as
      defined in the Uniform System of Accounts. 

     

    Depreciation
      means
      Generating Resource Expenses properly chargeable to Accounts 403, 404, 405
      and
      406 as defined in the Uniform System of Accounts.

    


    Generating
      Resources
      shall
      means those generating assets owned and operated by Seller from which Seller
      provides capacity and energy to Buyer under the terms and conditions of this
      Agreement. 

     

    Generating
      Resource Expense
      shall
      mean all charges properly recorded in accounts herein per Generally Accepted
      Accounting Principles (“GAAP”) and the Uniform System of Accounts (“Charges”)
      that are incurred by Seller to own, operate and maintain its Generating
      Resources. The Parties understand and agree that Seller shall have charges
      that
      are directly attributable to such Generating Resources and other Charges that
      are necessary to support the ownership, maintenance and operation of such
      Generating Resources but cannot be directly or specifically assigned to such
      Generating Resources (hereinafter “Non-Direct Charges”) (e.g.,
      administrative and general expenses) and are therefore, for purposes of this
      Agreement, also considered Generating Resource Expenses.

    


    Operations
      and Maintenance Expenses
      means
      those Generating Resource Expenses chargeable to Accounts 500 through 557
      (excluding Accounts 501, 509, 547, and 555) as defined in the Uniform System
      of
      Accounts.

    


    Other
      Taxes
      means
      those amounts which are not based upon income, applicable to Generating
      Resources, and chargeable to Account 408 as defined in the Uniform System of
      Accounts.

    


    Seller
      Federal and State Income Taxes
      means
      those amounts based upon income applicable to the Seller Generating Resources
      chargeable to Accounts 408.1, 409.1, 410.1, 411.1, and 411.4 as defined in
      the
      Uniform System of Accounts.

    


    Seller
      Interest Expense
      means
      those Generating Resource Expenses chargeable to Accounts 427 through 432 as
      defined in the Uniform System of Accounts.

     

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	II.
                	
              Capacity
                Payment

            


    

     

    The
      Capacity Payment for a given Month shall be calculated as follows:

    


    Capacity
      Payment = OM + AG + D + IT+ OT + I

    


    Where:

    


    OM
      =
      Operations and Maintenance Expenses - those Generating Resource Expenses
      chargeable to Accounts 500 through 557 (excluding Accounts 501, 509, 547, and
      555) as defined in the Uniform System of Accounts.

    


    AG
      =
      Administrative and General Expenses - those Generating Resource Expenses
      chargeable to Accounts 920 through 935 as defined in the Uniform System of
      Accounts.

    


    D
      =
      Depreciation consists of Generating Resource Expenses properly chargeable to
      Accounts 403, 404, 405 and 406 as defined in the Uniform System of
      Accounts.

    


    IT
      =
      Seller Federal and State Income Taxes.

    


    OT
      =
      Other Taxes - those amounts which are not based upon income, applicable to
      Generating Resources, and chargeable to Account 408 as defined in the Uniform
      System of Accounts. 

    


    I
      =
      Seller Interest Expense - those Generating Resource Expenses chargeable to
      Accounts 427 through 432 as defined in the Uniform System of Accounts.


    


    
-2-