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                                                                    EXHIBIT 10.8

                                    Ameren
                         Parallel Operating Agreement

THIS AGREEMENT, made and entered into this is ______ day of ___________, 2000,
by and between AMEREN SERVICES COMPANY, a Missouri Corporation, as designated
agent for Union Electric Company and Central Illinois Public Service Company
(hereinafter referred to collectively as "Company"), and AMEREN ENERGY
GENERATING COMPANY an Illinois Corporation, (hereinafter called "Operator"),
referred to collectively as "Parties" and singularly as "Party";

                                  WITNESSETH

WHEREAS, Company owns and operates an Electric System on which the Company
provides non-discriminatory service to eligible customers in accordance with the
Company's Open Access Transmission Tariff and in accordance with all Applicable
Laws and Regulations set forth by the Federal Energy Regulatory Commission; and

WHEREAS, Operator has constructed and is operating an electric generating plant
consisting of generators, step-up transformer, disconnects, relays, metering and
other necessary equipment (hereinafter "Plant") in Jasper County, Illinois and
desires to continue operating said Plant in accordance with the provisions of
this Agreement; and

WHEREAS, Operator intends to continue transmitting power and energy generated
therefrom on Company's Electric System in parallel with Company and other users
of Company's Electric System; and

WHEREAS, Company is agreeable to permitting said Parallel Operation by Operator,
according to the following terms and conditions, provided said Parallel
Operation does not adversely affect the quality or continuity of service Company
is obligated to provide to all users of Company's Electric System; and

WHEREAS, Operator understands that this agreement is not a request for
transmission service under Company's Open Access Transmission Tariff, nor does
this Agreement in any way obligate Company to provide to Operator any specific
level or type of transmission service; and

WHEREAS, Operator understands that to acquire open access transmission service
from Company, Operator must make a specific request to Company in accordance
with the procedures set forth in Company's Open Access Transmission Tariff; and

WHEREAS, Operator understands that any request to the Company for transmission
service from the Plant by Operator or by any other entity may result in further
studies to identify system constraints caused by providing the transmission
service, the costs to remove those constraints (if any) through system
reinforcements, and possible target dates for completion of the system
reinforcements (if required) to provide the desired transmission service;

NOW THEREFORE, the Parties hereto, each in consideration of the covenants and
agreements hereinafter stated, mutually agree as follows:

SECTION 1 - DEFINITIONS
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A.   Whenever used in this Agreement, the following terms shall have the
     following meanings:

     1.   "Affiliate" shall mean, with respect to any specified Person, any
          other Person directly or indirectly controlling, or controlled by, or
          under direct or indirect common control with such specified Person.
          For purposes of this definition, "control" (including, with
          correlative meanings, the terms "controlling", "controlled by" and
          "under common control with"), as used with respect to any Person,
          shall mean the possession, directly or indirectly, of the power to
          direct or cause the direction of the management or policies of such
          Person, whether through the ownership of voting securities, by
          agreement or otherwise.

     2.   "ANSI" shall mean the American National Standards Institute.

     3.   "Applicable Laws and Regulations" shall mean all applicable federal,
          state and local laws, ordinances, rules and regulations, and all duly
          promulgated orders and other duly authorized action of any
          Governmental Authority having jurisdiction.

     4.   "Avoided Out-of-Pocket Cost" shall mean those costs Company would have
          incurred to generate the Energy at Company's generating stations
          including the incremental cost of fuel, labor, operations,
          maintenance, emission allowances, taxes, and any other expenses
          normally incurred by Company, including expenses for transmission and
          transformation losses, that were not incurred because of the
          oversupply of Energy by Operator.

     5.   "Direct Assignment Facilities" shall mean those facilities or portions
          of facilities that are constructed by the Company for the sole
          use/benefit of the Customer.

     6.   "Electric System" shall mean all lines, conduits, ducts, real estate,
          fixtures, structures, and any other devices used or to be used for or
          in connection with or to facilitate the transmission or distribution
          of Energy.

     7.   "Emergency" shall mean a condition or situation that in the sole
          judgment of Company affects or could affect Company's ability to
          maintain safe, adequate, reliable and continuous electric service on
          Company's Electric System or presents or could present risk of injury
          to persons or damage to property.

     8.   "Energy" shall mean electric energy expressed in kilowatt-hours
          ("kWh") or in megawatt-hours ("MWh").

     9.   "Environment" shall mean soil, surface waters, ground waters, land,
          stream sediments, surface or subsurface strata, ambient air, and any
          environmental medium.

     10.  "Environmental Law" shall mean any environmental or health and safety
          related law, regulation, rule, ordinance, guideline, criterion,
          mandate, order or by-law at the federal, state, or local level,
          whether existing as of the date hereof, previously enforced, or
          subsequently enacted.

     11.  "FERC" shall mean the Federal Energy Regulatory Commission.

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     12.  "Generation Imbalance" shall mean a condition or situation when a
          difference of greater than +/- 1.5% (or a minimum of +/- 2 MW) occurs
          between the Energy scheduled for delivery to the Electric System and
          the actual delivery of Energy to the Electric System.

     13.  "Good Utility Practice" shall mean any of the practices, methods and
          acts engaged in or approved by a significant portion of the electric
          utility industry during the relevant time period, or any of the
          practices, methods and acts by which, in the exercise of reasonable
          judgment in light of the facts known at the time the decision was
          made, could have been expected to accomplish the desired result at a
          reasonable cost consistent with good business practices, reliability,
          safety and expedition. Good Utility Practice is not intended to be
          limited to the optimum practice, method or act to the exclusion of all
          others, but rather to be acceptable practices, methods, or acts
          generally accepted in the region.

     14.  "Governmental Authority" shall mean any federal, state, local or
          municipal governmental body; any governmental, regulatory or
          administrative agency, commission, body or other authority exercising
          or entitled to exercise any administrative, executive, judicial,
          legislative, policy, regulatory or taxing authority or power; or any
          court or governmental tribunal.

     15.  "Hunting" shall mean an undesirable oscillation or fluctuation of the
          actual output of a generator over and under the desired output of the
          generator operating in Steady State.

     16.  "IEEE" shall mean the Institute of Electrical and Electronic
          Engineers.

     17.  "Inadvertent Generation Imbalance" shall mean a condition or situation
          when a difference of less than or equal to +/- 1.5% (or a minimum of
          +/- 2 MW) occurs between the energy scheduled and the actual delivery
          of energy to the Electric System.

     18.  "In-Kind Energy" shall mean Energy purposefully over generated or
          under generated by Operator to compensate Company for Inadvertent
          Generation Imbalances. The delivery of In-Kind Energy shall be
          scheduled with Company by Operator during a market period (i.e. on
          peak or off peak as defined by FERC) that is similar to the market
          period in which the Inadvertent Generation Imbalance occurred.

     19.  "Interconnecting Facilities" shall mean all equipment and facilities
          that are necessary or desirable to interconnect the Plant to Company's
          Electric System economically, reliably and safely, including all
          connection, switching, transmission, distribution, safety,
          engineering, communication and administrative facilities, and all
          improvements, additions or extensions to Company's Electric System
          attributable to or necessitated by the Plant.

     20.  "ISO" shall mean an Independent System Operator or any other FERC
          approved Regional Transmission Organization whether for profit or not-
          for-profit.

     21.  "Islanding Event" shall mean a condition or situation when the
          Electric System outlet of Operator's Plant has become disconnected or
          isolated from other parts

                                 Page 3 of 26
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          of the Electric System in such a manner that adequate Electric System
          interconnectivity is no longer available to deliver the output of
          Operator's Plant in a safe and reliable manner.

     22.  "MAIN" shall mean Mid-America Interconnected Network.

     23.  "Metering Equipment" shall mean the meters and associated equipment
          used for the measurement of energy, and all other meters and
          associated equipment (including generation metering, telemetering,
          temperature control, environmental control and communication
          equipment) necessary from time to time for determining the status of
          switching equipment related to the Plant, and for measuring energy
          deliveries to the Electric System.

     24.  "NEC" shall mean the National Electric Code.

     25.  "NEMA" shall mean the National Electrical Manufacturers Association.

     26.  "NERC" shall mean the North American Electric Reliability Council,
          including any successor thereto or any regional reliability council
          thereof.

     27.  "NESC" shall mean the National Electric Safety Code.

     28.  "Network Upgrades" shall mean those modifications or additions to
          transmission-related facilities that are integrated with and support
          the Company's overall Electric System for the general benefit of all
          users of the Company's Electric System.

     29.  "OSHA" shall mean the Occupational Safety and Health Act.

     30.  "Out-of-Pocket Cost" shall mean those costs incurred by Company to
          generate the Energy at Company's generating stations including the
          incremental cost of fuel, labor, operations, maintenance, emission
          allowances, taxes, and any other expenses incurred by Company,
          including expenses for transmission and transformation losses, that
          would not have been incurred if the Energy had not been generated by
          Company. Out-of-Pocket cost for Energy purchased from a source outside
          of Company's Electric System will be the total amount paid therefore
          by Company, including amounts paid for transmission and transformation
          losses, which otherwise would not have been paid.

     31.  "Parallel Operation" shall mean the simultaneous use of Company's
          Electric System by two or more Energy generators for the purpose of
          delivering Energy and Capacity.

     32.  "Person" shall mean any individual, governmental authority,
          corporation, limited liability company, partnership, limited
          partnership, trust, association or other entity.

     33.  "Private Letter Ruling" shall mean a ruling issued by the Internal
          Revenue Service ("IRS") to the taxpayer, applying or revealing the
          IRS' interpretation of the tax laws to a specific set of facts.

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     34.  "Protection and Control Devices" shall mean such protective relay
          systems, locks and seals, circuit breakers, automatic synchronizers,
          associated communication equipment and other control and protective
          apparatus as specified and approved by Company as necessary for the
          operation of the Plant in parallel with Company's Electric System and
          to permit Company's facilities to operate economically, reliably and
          safely in their normal manner.

     35.  "Qualified Plant Operator" shall mean a Person that has been properly
          trained to continuously monitor and control the operation and output
          of the Plant.

     36.  "Regulated Materials" shall mean any chemical, substance, material, or
          waste which is now or becomes listed, defined or regulated in any
          manner by any federal, state or local law based upon, directly or
          indirectly, such chemicals, substances, materials or wastes being
          hazardous, harmful or potentially harmful to human health or to the
          environment, including without limitation, asbestos, PCBs and
          petroleum containing substances.

     37.  "Release" shall mean any releasing, spilling, leaking, pumping,
          pouring, emitting, emptying, discharging, injecting, escaping,
          leaching, disposing, or dumping into the Environment.

     38.  "Site" shall mean the real property owned or leased by Operator on
          which the Plant is or is to be located.

     39.  "Steady State" shall mean the condition in which some specified
          characteristic, such as a value, rate, periodicity, or amplitude,
          exhibits only negligible change over an arbitrarily long interval of
          time.

SECTION 2 - PLANT DESCRIPTION

     A.   One-Line Drawing

          1.   The Plant shall be constructed by Operator as illustrated in the
               simple one-line drawing marked Attachment A-1, which shall be
               attached hereto and hereby made a part of this Agreement.

     B.   Location

          1.   A map illustrating the geographical location of the Site shall be
               marked Attachment A-2, which shall be attached hereto and hereby
               made a part of this Agreement.

SECTION 3 - COMPANY AUTHORIZATION

     A.   Company hereby authorizes Operator to operate, at Operator's own
          expense, Operator's Plant in parallel with Company and other users of
          Company's Electric System; provided Operator's Plant is and continues
          to remain in compliance with the requirements of this Agreement.

SECTION 4 - EQUIPMENT REQUIREMENTS

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     To ensure continued reliable integration of Operator's Plant into Company's
     Electric System, Operator shall provide, install and properly operate and
     maintain the following equipment at Operator's Plant:

     A.   Metering

          1.   Operator shall provide, install and properly maintain at
               Operator's expense all necessary Metering Equipment specified by
               Company, including but not limited to: i) revenue quality
               interchange metering, at a point or points agreed to by the
               Parties, capable of measuring the instantaneous, hourly and total
               amount of Energy being delivered from the Plant to the Electric
               System; and ii) metering capable of instantaneously providing to
               Company the amount of Energy being generated by each generator at
               Operator's Plant.

          2.   At Company's sole discretion, Company may require Operator to
               provide, install, own and properly maintain equipment to
               telemeter the following data continuously from the Company
               specified Metering Equipment to Company using Harris 5000
               protocol, or as approved by Company, its operational equivalent:

               (a)  Real Power in megawatts ("MW");

               (b)  Reactive Power in megavolt-ampere-reactive ("MVAR");

               (c)  Energy in megawatt-hours ("MWH") for each hour; and

               (d)  Depending on the number of generators and Electric System
                    configuration, Company may require Electric System MW, MVAR,
                    megavolts ("MV") and the breaker status for each generator
                    and interconnection point.

          3.   The Metering Equipment shall be tested by Operator at least one
               (1) time each year at Operator's expense and at any other
               reasonable time upon request by either Party, at the requesting
               Party's expense. Operator shall provide Company with fourteen
               (14) days notice of any testing to be performed on the Metering
               Equipment and Company shall have the right to be present during
               all testing and shall be furnished with all testing results in a
               timely manner.

          4.   If testing of the Metering Equipment reveals any measurement
               inaccuracies, the affected Metering Equipment shall be
               recalibrated, repaired or replaced promptly by Operator such that
               any measurement inaccuracies are rectified. If such testing
               reveals measurement inaccuracies greater than 1%, payments made
               in conjunction with Generation Imbalances or Inadvertent
               Generation Imbalances shall be retroactively adjusted for the
               actual period during which the inaccurate measurements were made,
               if such period can be determined, or if the period cannot be
               determined, for one-half of the time from the date of the
               previous Meter Equipment test, but such period shall not exceed
               six (6) months.

          5.   If, for any reason, any Metering Equipment is out of service or
               malfunctions so that the amount of Energy delivered cannot be
               ascertained or computed from the readings thereof, the Energy
               delivered during the period of such outage shall be estimated and
               agreed to by the Parties upon the best data available.

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          6.   At intervals requested by Company, Operator shall provide to
               Company actual readings of the Metering Equipment to verify the
               accuracy of the Metering Equipment data being telemetered to
               Company.

     B.   Protective and Control Devices

          1.   Disconnecting Devices:  Manually operated disconnecting devices
               ---------------------
               must be provided and maintained by Operator as a means of
               electrically isolating each generator and Operator's Plant from
               Company's Electric System. Company shall approve the type of
               manually operated disconnecting devices to be used and the
               location for each device at the Plant. Each manually operated
               disconnecting device shall be readily accessible to Company at
               all times. The manually operated disconnecting device(s) must
               provide a visible means of disconnection and have a means for
               padlocking with Company's padlocks. Any manually operated
               disconnecting device that is capable of isolating the Plant from
               the Company's Electric System shall be under the jurisdictional
               control of Company; and, except in the case of an Emergency, only
               shall be operated by Operator after appropriate authorization is
               received from Company.

          2.   Circuit Breakers:  Operator shall provide, install, operate and
               ----------------
               maintain at a location or locations agreed to by the Parties a
               circuit breaker or circuit breakers capable of automatically
               removing Operator's Plant from Company's Electric System. Each
               circuit breaker installed by Operator must have sufficient
               interruption capacity to interrupt the maximum available fault
               current at each circuit breaker location. Company reserves the
               right to maintain jurisdictional control over all circuit
               breakers Company deems necessary to fulfill the power and
               authority granted under the terms of this Agreement.

          3.   Fault and Loss of Utility Protection:  Operator shall provide,
               ------------------------------------
               install, operate and maintain all of the relays and associated
               equipment, including communications equipment, required by
               Company to safely, efficiently and reliably integrate Operator's
               Plant into Company's Electric System. The relays and associated
               equipment required by Company shall include, but not be limited
               to the following: i) main fault protection relay(s) and
               associated equipment capable of detecting a fault within
               Operator's Plant and isolating Operator's Plant from Company's
               Electric System when such faults occur; ii) fault protection
               relay(s) and associated equipment capable of detecting faults on
               Company's Electric System and isolating Operator's Plant from
               Company's Electric System to prevent the Plant from contributing
               to such faults; and iii) loss of Electric System supply relay(s)
               and associated equipment capable of detecting Electric System
               Islanding Events and isolating Operator's Plant from the Electric
               System to prevent unsafe or unreliable feedback from Operator's
               Plant into Company's Electric System. All of the relays required
               for safe, efficient and reliable operation of the Plant onto
               Company's Electric System shall be equipped with built-in test
               provisions.

          4.   Out-of-step Protection or Generator Trip Scheme:  At Company's
               -----------------------------------------------
               sole discretion, Operator may be required to perform at
               Operator's expense a stability analysis on its Plant to verify
               whether the Plant loses or could lose synchronism under any
               reasonable scenario. If the stability analysis reveals that the
               Plant loses or could

                                 Page 7 of 26
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               lose synchronism, Operator shall install at its expense out-of-
               step protection or other generator trip schemes as required by
               Company.

          5.   Over-Voltage and Under-Voltage Relays:  Operator shall provide,
               -------------------------------------
               install, operate and maintain Over-Voltage and Under-Voltage
               Relays which will trip the Circuit Breaker to prevent excessive
               voltage excursions when the voltage level reaches or exceeds the
               Over-Voltage or Under-Voltage Relay trip settings approved by
               Company.

          6.   Over-Frequency and Under-Frequency Relays:  Company may require
               -----------------------------------------
               Operator to provide, install, operate and maintain Over-Frequency
               and Under-Frequency Relays at settings approved by Company to
               detect excessive frequency fluctuations occurring on Company's
               Electric System.

     C.   Generation Requirements

          1.   Company may require Operator to provide, install and maintain VAR
               compensation equipment to correct Plant output to near unity
               power factor. The location of the VAR compensation equipment and
               the amount of VAR compensation to be added shall be agreed to by
               the Parties. If necessary, Company may require Operator to
               install VAR compensation equipment capable of being switched on
               and off in stages to provide varying amounts of VAR compensation.

          2.   Company shall require for all synchronous generators and all
               induction generators designed to operate similar to synchronous
               generators the following:

               (a)  Automatic synchronization equipment that is supervised by
                    synchro-check relays to automatically synchronize the Plant
                    with Company's Electric System; and

               (b)  An automatic voltage regulator capable of maintaining
                    generator voltage, during Steady State conditions without
                    Hunting, within an operating range of +/- 5% of the rated
                    voltage of the generator.

          3.   All generators at the Plant shall comply with the latest ANSI
               Standards C50.10 and C50.13 as such standards relate to waveform
               and telephone interference.

          4.   Company may also require Operator to provide, install and
               maintain on synchronous generators and induction generators
               designed to operate similar to synchronous generators: i) free-
               operating governors on prime movers for added stability depending
               on generator size and location; ii) capacitors and/or reactors on
               induction generators capable of providing voltage support equal
               to that provided by synchronous generators.

     D.   Communication Devices

          Operator shall provide, operate and maintain telephone service or
          other similar communication devices as Company may reasonably request
          to ensure

                                 Page 8 of 26
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          Company's ability to provide Operator with operating instructions at
          any time and ensure Company's ability to receive Metering Equipment
          data from Operator's Plant on a real time basis.

     E.   High Voltage Equipment Standards

          Any new high voltage equipment used by Operator shall be constructed
          in accordance with the latest applicable standards of ANSI or the
          NEMA. All installations by Operator shall comply with article 705 of
          the NEC's latest revision or the requirements contained in this
          Agreement, whichever are more restrictive.

SECTION 5 - OPERATION REQUIREMENTS
----------------------------------

     A.   Plant Operation and Control

          1.   Operator shall employ Qualified Plant Operators to monitor the
               operation of the Plant and coordinate such operation with
               Company's Electric System. Operator shall ensure that Qualified
               Plant Operators are on duty at all times, twenty-four (24) hours
               a day and seven (7) days a week.

          2.   At Company's sole discretion, Company may require Operator to
               provide Company with direct digital control, or its functional
               equivalent, of Operator's Plant output for safety or reliability
               considerations under the terms and conditions of a separate
               agreement ("Separate Agreement") that is mutually agreeable to
               both Parties. Under no circumstance, however, may Company
               dispatch the Plant to meet Company's load requirements unless
               specifically authorized to do so under terms of the Separate
               Agreement.

          3.   In an Emergency, Company may require Operator to raise or lower
               production of Energy to maintain safe and reliable load levels
               and voltages on Company's Electric System; provided, however, any
               changes in the level of Plant output shall be implemented in a
               manner consistent with safe operating procedures that are within
               the design limitations of the Plant and Operator is reimbursed
               for the cost it incurs to modify the output of its Plant in
               accordance with the applicable provisions set forth in the
               Company's OATT. At Company's discretion and where Company has
               direct digital control, or its functional equivalent, of
               Operator's Plant, Company may require that operation of the Plant
               be placed in exclusive control of Company for the duration of an
               Emergency.

          4.   The Parties will cooperate with each other in their analysis of
               disturbances to either the Plant or Company's Electric System by
               gathering data or providing access to any information relating to
               any disturbance, including but not limited to, information from
               protective relay targets, breaker operations and sequence of
               events records.

     B.   Plant Disconnection

          1.   Company reserves the right, in accordance with Good Utility
               Practice, to open any manually operated disconnecting device or
               other devices under Company's functional control or
               jurisdictional control, isolating Operator's generation, if in
               Company's sole judgment:

                                 Page 9 of 26
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               (a)  Operator's generating equipment causes or could cause
                    objectionable interference with Company's service to other
                    customers or with the operation of Company's Electric
                    System;

               (b)  Operator's Protection and Control Devices cause or
                    contribute, or could cause or contribute to a hazardous
                    condition or a system Emergency;

               (c)  Continued Parallel Operation is or may be hazardous to, or
                    has or could have an adverse effect on Operator's Plant,
                    Company's Electric System or the general public; or

               (d)  Disconnection is necessary or appropriate to provide Company
                    personnel clearance for dead line or live line maintenance.

          2.   In an Emergency, Company may disconnect Operator's Plant from
               Company's Electric System until the Emergency condition has been
               corrected or until such condition no longer exists.

          3.   Except in the case of an Emergency, Company will provide
               reasonable notice to Operator prior to any disconnection. In the
               case of an Emergency, Company will provide to Operator, as soon
               as reasonably practicable after the occurrence of the Emergency,
               information relating to the nature of such Emergency and the
               expected duration of the disconnection from Company's Electric
               System.

          4.   Company shall not be liable in any way for any loss, claim or
               damage arising from any action taken pursuant to this Section
               5(B) or any other action taken in accordance with Good Utility
               Practices, the NEC, the NESC, the practices, methods, acts,
               criteria and guidelines of NERC, MAIN or any ISO or other
               Applicable Laws and Regulations, including any such action
               resulting in an inability or failure for any reason to accept
               delivery of Operator's Plant output unless such action
               constitutes negligence on the part of Company.

     C.   Operating Restrictions

          1.   The Parties may agree to restrict the Operator's Plant operations
               in lieu of, or pending the completion of Electric System
               modifications or upgrades that are, or would otherwise be
               required for safe and reliable Parallel Operation prior to
               Operator operating its Plant in parallel with other users of the
               Company's Electric System. Any such operating restrictions agreed
               to by the Parties shall be identified in Attachment B and
               attached hereto and hereby made a part of this Agreement for all
               purposes.

     D.   Performance Criteria

          1.   Harmonic Requirements:  The harmonic content of the voltage and
               ---------------------
               current waveforms injected into Company's Electric System by
               Operator's Plant shall be restricted to levels that are in
               accordance with the latest IEEE Standard 519 and which will not
               cause excessive distortion of Company's waveform, telephone
               interference, carrier interference or equipment operating
               problems for Company or other users of Company's Electric System.
               Company may require Operator to

                                 Page 10 of 26
<PAGE>

               reduce or eliminate the existence of any excessive harmonics at
               Operator's expense.

          2.   Speed Governor and Voltage Regulators:  Whenever the Plant is
               -------------------------------------
               connected to or operated in parallel with Company's Electric
               System, Operator shall do so with the Plant's speed governors
               unrestrained and voltage regulators in automatic mode, in
               accordance with the latest NERC Policy 1. The voltage operating
               level of the Plant will be supplied to Operator by Company.

          3.   Voltage Control Requirements:  Operator must be capable of
               ----------------------------
               operating all of its generation sources at the Plant continuously
               at 95% to 105% of each generator's rated output voltage. Operator
               shall operate the Plant at the voltage levels reasonably
               prescribed by Company, provided such voltage levels do not reduce
               the megawatt output of the generators, except in an Emergency,
               and such voltage levels are within the design limitations of the
               Plant. The Plant shall automatically generate such reactive power
               as may be necessary to maintain reactive support.

     E.   Maintenance Procedures

          1.   Operator shall prepare and maintain a daily operations log
               containing the following information: unit availability,
               maintenance outages, circuit breaker trip operations, relay
               targets and unusual events. Company shall have the right to
               access and review Operator's operation logs after providing
               reasonable notice to Operator.

          2.   Operator shall be required to properly maintain and test the
               following protective equipment and provide to Company, upon
               Company's request, the maintenance and certified test report data
               at the intervals described below:

               (a)  Relays: Per manufacturer recommendations, or upon reasonable
                    request of Company provided such request is based on Good
                    Utility Practice;

               (b)  Circuit Breakers: Per manufacturer's recommendations, or
                    upon reasonable request of Company provided such request is
                    based on Good Utility Practice;

               (c)  Communication Channels: Every two (2) years or such other
                    reasonable interval as requested by Company provided such
                    requests are based on Good Utility Practice;

               (d)  Batteries: As provided in the latest approved IEEE 450-1995
                    Standard.

               Operator shall include with such certified test report data the
               identity and qualifications of the personnel performing such
               tests and such other information as Company reasonably requests.

     F.   Abnormal System Conditions

          It is the sole responsibility of Operator to protect its equipment
          from excessive negative sequence currents, Electric System faults,
          Plant internal faults, voltage or frequency excursions or other
          abnormal Electric System conditions, and Company

                                 Page 11 of 26
<PAGE>

          shall have no responsibility or liability to Operator for any
          consequence thereof or any loss, claim or damage resulting therefrom.

     G.   Automatic Reclosing

          Operator shall be solely responsible for the protection of its
          equipment from automatic reclosing operations by Company unless the
          generator breaker at the Plant is part of or integral to a breaker and
          a half or ring bus arrangement owned and operated by Company, in which
          case the Company will assume the responsibility for properly
          coordinating the reclosing operations on such generator breaker.
          Except as otherwise provided herein, Company shall have no
          responsibility for or liability in connection with damages caused by
          automatic reclosing operations by Company out-of-phase with Operators
          generators, all of the foregoing being the responsibility of Operator.

     H.   Scheduling Forecast

          1.   Operator or its designated agent shall submit to Company:

               (a)  By 12:00 PM each day, an hourly forecast of generation
                    scheduled for the following seven days;

               (b)  By November 1 of each year, on-peak and off-peak generation
                    and load forecasts for the following ten (10) years; and

               (c)  Any other forecast data covering other intervals that
                    Company may reasonably requests from Operator to comply with
                    open access requirements.

          2.   The forecast submitted by Operator pursuant to this Section
               5(H)(1) will be used for planning purposes only. Operator will in
               no way be bound to this forecast or penalized in any way for its
               inaccuracy.

SECTION 6 - GENERATION IMBALANCES
---------------------------------

     A.   General

          1.   Operator will use commercially reasonable efforts to avoid
               oversupplying or undersupplying Energy to Company's Electric
               System.

     B.   Generation Imbalances

          1.   If Operator's actual delivery of Energy during any hour to
               Company's Electric System differs from the scheduled amount by
               greater than +/- 1.5% (or a minimum of +/- 2MW):

               a.   Operator will pay Company for Energy required to cover an
                    undersupply Generation Imbalance at a per megawatt-hour
                    ("MWh") rate equal to the greater of (i) $100 per MWh; or
                    (ii) 110% of the Company's hourly Out-of-Pocket Cost; and

                                 Page 12 of 26
<PAGE>

               b.   Company will pay Operator for Energy resulting from an
                    oversupply Generation Imbalance at a per MWh rate equal to
                    90% of Company's hourly avoided Out-of-Pocket Cost, unless
                    such oversupply causes an increase in Company's hourly Out-
                    of-Pocket Cost, then Company shall charge Operator a rate of
                    110% of the increased cost incurred by Company.

     C.   Inadvertent Generation Imbalances

          1.   If Operator's actual delivery of Energy during any hour to
               Company's System differs from the scheduled amount by an amount
               less than or equal to +/- 1.5% (or a minimum of +/- 2MW),
               Operator shall have thirty (30) days to correct the Inadvertent
               Generation Imbalances by returning to Company the same amount of
               In-Kind Energy. If Operator fails to correct the Inadvertent
               Generation Imbalances within thirty (30) days, the Inadvertent
               Generation Imbalances shall be subject to the following charges:

               a.   Operator will pay Company for Energy required to cover an
                    undersupply, Inadvertent Generation Imbalance at a per MWh
                    rate equal to $100 per MWh; and

               b.   Company will pay Operator for Energy resulting from an
                    oversupply, Inadvertent Generation Imbalance at a per MWh
                    rate equal to 90% of Company's hourly Avoided Out-of-Pocket
                    Cost, unless such oversupply caused an increase in Company's
                    hourly Out-of-Pocket Cost, then Company shall charge
                    Operator a rate of 110% of the increased cost incurred by
                    Company.

     D.   Impact of OATT Energy Imbalance Provisions

          That portion of the output of Operator's Plant that is scheduled to
          serve load within the Company's control area shall not be subject to
          Generation or Inadvertent Generation Imbalance pursuant to this
          Agreement, but shall be subject to the Energy Imbalance provisions
          under the Company's OATT.

SECTION 7 - WAIVER OF REQUIREMENTS
----------------------------------

     A.   Waiver Process

          1.   Operator may request a waiver from or modification to any of the
               requirements of this Agreement by making a written request to
               Company containing the following information:

               (a)  The requirement that Operator desires to be waived or
                    modified;

               (b)  A detailed explanation stating the reasons Operator believes
                    the requirement should be waived or modified; and

               (c)  Other information necessary to support Operator's position,
                    including but not limited to, drawings, technical data, and
                    cost information.

                                 Page 13 of 26
<PAGE>

          2.   Company shall have thirty (30) days to respond in writing to
               Operator stating whether such waiver or modification has been
               granted or denied, and if the waiver or modification is denied,
               the reason for such denial. Any waiver request submitted by
               Operator and responded to by Company shall be marked Attachment
               C, with each separate waiver or modification request numbered
               sequentially. Attachment C shall be attached hereto and hereby
               made a part of this Agreement.

SECTION 8 - ELECTRIC SYSTEM MODIFICATIONS
----------------------------------------

     A.   Direct Assignment Facilities

          1.   Any Electric System modifications, removals or additions made by
               Company for the sole benefit of Operator, that would not
               otherwise have been made except to accommodate the connection of
               Operator's Plant to Company's Electric System, have been
               specifically identified, if applicable, as Direct Assignment
               Facilities in the Interconnection Agreement between Company and
               Operator.

          2.   Operator shall reimburse Company for all ongoing Direct
               Assignment Facility costs which shall include any Direct
               Assignment Facility maintenance or replacement costs that Company
               incurs during the term of this Agreement, and any tax liability
               Company incurs as a result of such reimbursement, if applicable.

     B.   Network Upgrades

          1.   Any Electric System modifications, removals or additions made by
               Company to accommodate a specific transmission service request
               that are integrated with and support the Company's overall
               Electric System for the general benefit of all users of Company's
               Electric System shall be specifically identified as Network
               Upgrades in an executed Transmission Service Agreement.

          2.   The transmission customer shall reimburse Company for the costs
               associated with all Network Upgrades identified in any such
               Transmission Service Agreement in accordance with FERC policy at
               the time such Network Upgrades are made.

     C.   Plant and Electric System Modifications

          1.   The Parties recognize that from time to time certain
               improvements, additions or modifications to Operator's Plant or
               the Company's Electric System may be reasonably required by the
               Company to continue operating the Plant economically, reliably
               and safely into Company's Electric System. Such modifications to
               the Operator's Plant shall be made at Operator's expense as may
               be reasonably required by Company upon advanced written notice to
               Operator. Any costs associated with modifications made to the
               Company's Electric System pursuant to this Section 8(C) shall be
               subject to reimbursement from Operator in accordance with FERC
               policy at the time such modifications are made.

          2.   Operator agrees to provide to Company prior written notice of any
               planned material change or modification to the Plant. If such
               modification or change may

                                 Page 14 of 26
<PAGE>

               affect, or require changes to Company's Electric System, Operator
               agrees that it will not make such changes without written consent
               from Company. If Company determines that such Electric System
               changes would not have occurred but for the modifications or
               changes at Operator's Plant, Operator shall reimburse Company, in
               accordance with FERC policy, for all expenses Company incurs to
               make such changes, including any taxes associated with such
               reimbursement, if applicable.

     D.   Electric System Modification Standards

          1.   Any Electric System modifications or additions shall be designed,
               constructed, operated and maintained by Company in accordance
               with all local, state and federal rules, regulations, standards
               and codes which are applicable to Company; including, but not
               limited to, the NESC, the NEMA Codes, OSHA, Article 705 of the
               NEC's latest revision, the practices, methods, acts, criteria and
               guidelines of NERC, MAIN and any ISO having jurisdiction over
               Company's Electric System, and any other rules, regulations or
               orders of any public authority having jurisdiction.

SECTION 9 - ACCESS
------------------

     Except in an Emergency, whereby the notice provision in this Section 9
     shall not apply, representatives of each Party shall at all reasonable
     times, and upon reasonable notice to the other Party, have access to only
     those properties of the other Party that are reasonably necessary to
     perform inspections and obtain information for the sole purpose of
     implementing the provisions of this Agreement.  The representatives of each
     Party shall at all times while on the other Party's property, observe such
     reasonable safety rules and other precautions as may be required by the
     other Party, and the representatives of each Party shall conduct themselves
     in a manner that will not in any way interfere with the operations of the
     other Party.

SECTION 10 - NOTICES AND OTHER COMMUNICATIONS
---------------------------------------------

     A.   Notices

          1.   Except as otherwise specifically provided in this Agreement, any
               notice, demand or request required or authorized by this
               Agreement to be given by either Party to the other Party shall be
               in writing. Any such notice, demand or request shall either be
               personally delivered, delivered by mailing the same either in
               first class mail or with a national private express mail service,
               postage prepaid, or by transmitting the same by telecopy or
               facsimile equipment (with receipt confirmed) to the other Party
               at the address provided in this Section. Any such notice, demand,
               or request delivered or mailed shall be deemed to have been given
               when so delivered or mailed.

          2.   Notices and other communications by Operator to Company shall be
               addressed to:

                            Ameren Services Company
                            Attn:  Roger Harszy
                            Manager - Energy Supply Operations

                                 Page 15 of 26
<PAGE>

                           P.O. Box 66149 (M/C 630)
                           St. Louis, MO 63166-6149

                           Fax:  (314) 554-4012

          3.   Notices and other communications by Company to Operator shall be
               addressed to:

                           Ameren Energy Generating Company
                           Newton Power Station
                           Attn:  Bob Kennedy
                           6725 N. 500th Street
                           Newton, IL 62448

                           Fax:  (618) 783-4473

          4.   Either Party may change its address or contact person by written
               notice to the other Party in accordance with this Section.

SECTION 11 - BILLING
--------------------

     A.   Billing Procedure

          1.   Any bills that are rendered pursuant to this Agreement shall be
               rendered by Company as soon as practicable in the month following
               the calendar month in which they were incurred, or as soon
               thereafter as practicable. Any such bills shall be prepared in a
               manner setting forth the amount due in such detail and with such
               segregation as may be needed for settlement under provisions of
               this Agreement.

          2.   Each bill rendered by Company to Operator shall be paid by
               Operator within thirty (30) days after receipt of the billing
               statement. Any portion of the bill not paid within thirty (30)
               days shall be considered past due. All payments shall be made in
               immediately available funds payable to the Company, or by wire
               transfer to a bank named by Company.

          3.   Interest on any past due amounts shall be calculated in
               accordance with the methodology specified for interest on refunds
               in the FERC's regulations at 18 C.F.R. (S) 35.19a(a)(2)(iii).
               Interest on delinquent amounts shall be calculated from the due
               date of the bill to the date of payment. When payments are made
               by mail, bills shall be considered as having been paid on the
               date of receipt by Company.

          4.   If Company determines through its bill calculation process that
               Company owes Operator under provisions of this Agreement, Company
               shall issue to Operator a statement indicating the amount Company
               will be paying Operator. Any such statements shall be prepared in
               a manner setting forth the amount due by Company to Operator in
               such detail and with such segregation as may be needed for
               settlement under provisions of this Agreement. Company agrees to
               pay Operator for the amounts due within thirty (30) days after
               Company issues the statement to Operator. If Company fails to
               make payment within thirty (30)

                                 Page 16 of 26
<PAGE>

               days, interest on any past due amounts shall be calculated as
               provided in Section 11A(3) of this Agreement.

     B.   Billing Disputes

          1.   If Operator disputes the correctness of a bill, it will
               nevertheless, pay the undisputed portion of such bill plus the
               disputed amount and shall submit to Company a written statement
               detailing the items disputed.

          2.   If the Parties are unable to agree upon the disputed items, such
               items shall be settled by arbitration as prescribed in Section 12
               of this Agreement and in accordance with the rules of the
               American Arbitration Association.

          3.   Any refund ordered as a result of arbitration or as a result of a
               Private Letter Ruling shall be subject to interest calculated in
               accordance with the methodology specified for interest on refunds
               in the FERC regulations at 18 C.F.R. (S) 35.19a(a)(2)(iii).
               Interest on refunds shall be calculated from the date upon which
               the amount to be refunded was paid to the date of the refund.

SECTION 12 - DISPUTE RESOLUTION
-------------------------------

     A.   Arbitration

          1.   Any controversy, claim, counterclaim, defense, dispute,
               difference or misunderstanding arising out of, or relating to,
               this Agreement, or breach thereof, shall be settled by
               arbitration. The arbitration shall be conducted before a single
               neutral arbitrator appointed by the Parties, shall be held in St.
               Louis, Missouri, under the rules of the American Arbitration
               Association, shall be binding upon the Parties, and judgment upon
               any award rendered may be entered in any court having
               jurisdiction. If the Parties fail to agree upon a single
               arbitrator, each Party shall choose one arbitrator who shall sit
               on a three-member arbitration panel. The two arbitrators so
               chosen shall select a third arbitrator to chair the arbitration
               panel.

          2.   Each Party shall be responsible for its own costs incurred during
               the arbitration process and for the following costs, if
               applicable:

               (a)  the cost of the arbitrator chosen by the Party to sit on the
                    three member panel and one half of the cost of the third
                    arbitrator chosen; or

               (b)  one half the cost of the single arbitrator jointly chosen by
                    the Parties.

          3.   In resolving any controversy, claim, counterclaim, dispute,
               difference or misunderstanding the arbitrator(s) shall only have
               the power and authority to interpret and apply the Agreement as
               written. They shall not have the power or authority to add to the
               Agreement.

          4.   In no event shall the arbitrator(s) award to either Party any
               indirect, special, incidental or consequential damages with
               respect to any claim arising out of, or relating to, this
               Agreement, or breach thereof.

                                 Page 17 of 26
<PAGE>

SECTION 13 - INSURANCE
----------------------

     A.   Coverage

          1.   During the term of this Agreement, Operator shall procure, pay
               premiums for and maintain in full force and effect, with Operator
               as named insured and Company and its employees, agents and
               affiliates as additional insureds, comprehensive general and/or
               excess liability insurance, including coverage for:

               (a)  products and completed operation;

               (b)  broad form contractual liability; and

               (c)  explosion, collapse and underground damage exclusion
                    deletion,

               all of the aforementioned coverages with limits not less than $10
               million each occurrence for bodily injury and with limits of not
               less than $5 million each occurrence, and $10 million aggregate,
               for property damage; comprehensive auto liability insurance with
               combined single limits of not less than $1 million for bodily
               injury and property damage, including owned, blanket non-owned
               and hired coverage; worker's compensation insurance in amounts
               required by applicable state law; and employer's liability with
               limits not less than $1 million per accident or disease.

          2.   Each insurance policy provided by Operator shall include the
               following:

               (a)  At least thirty (30) days prior written notice of
                    cancellation or material change to Company; and

               (b)  A waiver of subrogation in favor of Company, its affiliates
                    and their officers, directors, agents, subcontractors and
                    employees.

          3.   Proof of insurance for all coverages specified herein shall be
               provided to the Company prior to the commencement of constructing
               any facilities to connect the Plant to Company's Electric System,
               and from time to time thereafter as reasonably requested by
               Company. All insurance coverage required under this Agreement
               shall be provided by insurance companies reasonably acceptable to
               Company.

          4.   The insurance coverages described above shall be primary to any
               other coverage available to Company and shall not be deemed to
               limit Operator's liability under this Agreement.

SECTION 14 - LIMITATION ON DAMAGES
----------------------------------

     UNDER NO CIRCUMSTANCE SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES,
     DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ANY OF THEM, BE LIABLE TO THE
     OTHER PARTY, WHETHER IN TORT, CONTRACT OR OTHERWISE FOR ANY SPECIAL,
     INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
     PROFITS, EXCEPT TO THE EXTENT A PARTY IS LIABLE TO A THIRD PARTY FOR SUCH
     DAMAGES. THE

                                 Page 18 of 26
<PAGE>

     PARTIES' LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES
     (INCLUDING DAMAGES DESCRIBED IN THE PRECEDING SENTENCE FOR WHICH A PARTY IS
     LIABLE TO A THIRD PARTY), AND ALL OTHER DAMAGES SPECIFIED IN THIS SECTION
     ARE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE
     NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
     CONCURRENT, OR ACTIVE OR PASSIVE. THE PROVISIONS OF THIS SECTION SHALL
     SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

SECTION 15 - INDEMNIFICATION
----------------------------

     A.   Subject to the application of the provisions of Section 15(D) to
          matters relating to the Environment or any Regulated Materials,
          Operator shall indemnify, hold harmless and defend Company and all of
          Company's Affiliates and their directors, officers, shareholders,
          agents, employees, successors and assigns from and against any and
          all:

          1.   loss, liability, damage, cost or expense, including damage and
               liability for bodily injury to or death of, or damage to property
               of Persons other than Company and all of Company's Affiliates and
               their directors, officers, shareholders, agents, employees,
               successors and assigns (including reasonable attorney's fees and
               expenses, litigation costs, consultant fees, investigation fees
               and sums paid in settlements of claims and any such fees and
               expenses incurred in enforcing this indemnity or collecting any
               sums due hereunder) (hereinafter referred to collectively as
               "Loss") to the extent arising out of, in connection with or
               resulting from Operator's breach of any of the representations or
               warranties made in, or Operator's failure to perform any of its
               obligations under, this Agreement, or

          2.   Loss for bodily injury to or death of, or damage to property of,
               Persons to the extent arising out of, in connection with or
               resulting from Operator's design, installation, construction,
               ownership, operation, repair, relocation, replacement, removal or
               maintenance of, or the failure of, the Plant or any of Operator
               installed Interconnecting Facilities and regardless whether
               arising under Applicable Laws and Regulations or otherwise;

          provided, however, that Operator shall not have any indemnification
          obligations under this Section 15(A) or under Section 15(D) in respect
          of any Loss resulting from the negligence of Company or Company's
          Affiliates and their directors, officers, shareholders, agents,
          employees, successors and assigns to the extent such negligence is the
          sole proximate cause of the Loss.

     B.   Company shall indemnify, hold harmless and defend Operator and each
          and all of Operator's Affiliates and their directors, officers,
          shareholders, agents, employees, successors and assigns from and
          against any and all Loss, to the extent arising out of, in connection
          with or resulting from Company's breach of any of the representations
          and warranties made in, or Company's failure to perform any of its
          obligations under, this Agreement; provided, however, that Company
          shall not have any indemnification obligations under this Section
          15(B) or under Section 15(D) in respect of any Loss resulting from the
          negligence of Operator or Operator's Affiliates and their directors,
          officers, shareholders, agents, employees, successors and assigns to
          the extent such negligence is the sole proximate cause of the Loss.

                                 Page 19 of 26
<PAGE>

     C.   In the event that an indemnifying Party is obligated to indemnify and
          hold any indemnified Person harmless under this Section 15, the amount
          owing to the indemnified Person shall be the amount of such
          indemnified Person's actual Loss, net any insurance or other recovery.

     D.   Subject to the terms and provisions of this indemnity and the
          provisions of Sections 15(A), 15(B) and 15(C), each Party shall
          protect, defend, indemnify and save harmless the other Party, its
          Affiliates, directors, officers, shareholders, agents, employees,
          successors and assigns from, against and in respect of, any and all
          Loss and reasonable expenses for accounting, consulting, engineering,
          investigation, cleanup, response, removal and/or disposal and other
          remedial costs, directly or indirectly imposed upon, incurred by or
          asserted against any indemnified Person arising out of or in
          conjunction with any claim or claims by any other Person or Persons
          (including, without limitation, a Governmental Authority), arising out
          of or in connection with (i) the use, generation, refining,
          manufacture, transportation, transfer, production, processing,
          storage, handling, or treatment of any Regulated Materials, on, under
          or from the facilities of the indemnifying Party; (ii) a Release, or
          threatened Release of any Regulated Materials on, under or from the
          indemnifying Party; (iii) the cleanup, removal and/or disposal of any
          Regulated Materials on, under or from the facilities of the
          indemnifying Party required by any Environmental Law or any
          Governmental Authority; (iv) any personal exposure or injury
          (including wrongful death) or property damage (real or personal)
          arising out of or related to such Regulated Materials, including any
          damage arising out of any cleanup required by the Governmental
          Authorities or Environmental Laws; (v) any lawsuit brought or
          threatened, settlement reached, or government order relating to such
          Regulated Materials; or (vi) any violation of laws, orders, rules,
          regulations, requirements, guidelines, or demands of Governmental
          Authorities, including permits and licenses under Environmental Laws,
          which are based upon or in any way related to such Regulated
          Materials. Nothing in this Section shall require a Party to indemnify
          the other Party with respect to any matter described in clauses (i)
          through (vi) above except in connection with the Plant, the Plant Site
          and the Interconnecting Facilities.

     E.   Nothing in this Agreement shall be construed as creating any
          relationship between the Parties, including any partnership or joint
          venture, other than that of independent contractors. Nothing in this
          Agreement or any action taken hereunder shall be construed to create
          any duty, liability, or standard of care to any Person not a party to
          this Agreement.

SECTION 16 - FORCE MAJEURE
--------------------------

     A.   Force Majeure Defined

          The term "Force Majeure" means any cause beyond the reasonable control
          of and without fault or negligence of the Party claiming Force
          Majeure, including but not limited to acts of God, strike, flood,
          earthquake, storm, fire, lightning, explosion, epidemic, war, riot,
          civil disturbance, sabotage, changes in Applicable Laws and
          Regulations subsequent to the date hereof and action or inaction by
          any Governmental Authority which, in any of the foregoing cases, by
          exercise of due foresight such Party could not reasonably have been
          expected to avoid, and which, by the exercise of due diligence, it is
          unable to overcome.

                                 Page 20 of 26
<PAGE>

     B.   Effect of Force Majeure

          1.   Except for obligations to make any payments under this Agreement,
               the Parties shall be excused from performing their respective
               obligations under this Agreement and shall not be liable in
               damages or otherwise if and to the extent that they are unable to
               so perform or are prevented from performing by a Force Majeure,
               provided that:

               (a)  the non-performing Party, as promptly as practicable after
                    the Party reasonably determines that a Force Majeure event
                    has occurred and such Force Majeure event will adversely
                    impact the Party's ability to perform its obligations
                    hereunder, gives the other Party written notice describing
                    the particulars of the occurrence;

               (b)  the suspension of performance is of no greater scope and of
                    no longer duration than is reasonably required by the Force
                    Majeure;

               (c)  the non-performing Party uses all reasonable efforts to
                    remedy its inability to perform; and

               (d)  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 Party.

SECTION 17 - REPRESENTATIONS AND WARRANTIES
-------------------------------------------

     A.   Operator's Representations and Warranties

          Operator makes the following representations and warranties:

          1.   Operator is duly organized and validly existing under the laws of
               the State of Illinois, is qualified to do business under the laws
               of the State of Illinois, is in good standing under its
               certificate of incorporation in the State of Illinois, has the
               requisite power and authority to own its properties, to carry on
               its business as now being conducted, and to enter into this
               Agreement and the transactions contemplated herein and perform
               and carry out all covenants and obligations on its part to be
               performed under and pursuant to this Agreement, and is duly
               authorized to execute and deliver this Agreement and consummate
               the transactions contemplated herein.

          2.   Operator is not prohibited from entering into this Agreement or
               discharging and performing all covenants and obligations on its
               part to be performed under and pursuant to this Agreement. The
               execution and delivery of this Agreement, the consummation of the
               transactions contemplated herein and the fulfillment of and
               compliance with the provisions of this Agreement will not
               conflict with or constitute a breach of or a default under, or
               require any consent, license or approval that has not been
               obtained pursuant to, any of the terms, conditions or provisions
               of any Applicable Laws and Regulations, any order, judgment,
               writ, injunction, decree, determination, award or other
               instrument or legal requirement of any Governmental Authority,
               the certification of incorporation and bylaws of Operator or any
               contractual limitation, restriction or outstanding trust
               indenture,

                                 Page 21 of 26

<PAGE>

               deed of trust, mortgage, loan agreement, lease, other evidence of
               indebtedness or any other agreement or instrument to which
               Operator is a Party or by which it or any of its property is
               bound.

          3.   Operator has taken all such actions as may be necessary or
               advisable and proper to authorize this Agreement, the execution
               and delivery hereof, and the consummation of transactions
               contemplated hereby.

          4.   With regard to the Site on which the Plant will be constructed
               and operated, Operator is in full compliance with, and is not in
               violation of or liable under, any Environmental Law. Operator has
               no basis to expect, nor has it or any other Person for whose
               conduct it may be held to be responsible, received, any actual or
               threatened order, notice, or other communication from (i) any
               Governmental Authority or private citizen acting in the public
               interest, or (ii) the current or prior owner or operator of the
               Site, of any actual or potential violation or failure to comply
               with any Environmental Law with respect to the Site.

          5.   This Agreement is a legal, valid and binding obligation of
               Operator enforceable in accordance with its terms, except as
               limited by laws of general applicability limiting the enforcement
               of creditor's rights or by the exercise of judicial discretion in
               accordance with general principles of equity.

     B.   Company's Representations and Warranties

          Ameren Services Company (hereinafter "Ameren Services"), Union
          Electric Company (hereinafter "UE") and Central Illinois Public
          Service Company (hereinafter "CIPS") hereby make the following
          representations and warranties:

          1.   Ameren Services and UE are corporations duly organized, validly
               existing under the laws of the State of Missouri, and in good
               standing under their certificates of incorporation and the laws
               of the State of Missouri. CIPS is a corporation duly organized,
               validly existing under the laws of the State of Illinois, and in
               good standing under its certificate of incorporation and the laws
               of the State of Illinois.

          2.   Pursuant to a validly executed General Services Agreement
               (hereinafter "Agency Agreement") by and between Ameren Services,
               UE and CIPS, Ameren Services is duly authorized to serve as
               designated agent for UE and CIPS. Through the powers granted in
               the Agency Agreement, Ameren Services has the requisite power and
               authority to carry on the business as now being conducted and to
               enter into this Agreement and the transactions contemplated
               herein and perform and carry out all covenants and obligations on
               its part to be performed under and pursuant to this Agreement and
               is duly authorized to execute this Agreement and consummate the
               transactions contemplated herein.

          3.   Ameren Services is not prohibited from entering into this
               Agreement or discharging and performing all covenants and
               obligations to be performed under and pursuant to this Agreement.
               The execution and delivery of this Agreement, the consummation of
               the transactions contemplated herein and the fulfillment of and
               compliance with the provisions of this Agreement will not
               conflict with or constitute a breach of or default under, or,
               except as set forth in Section 18(L), require any consent,
               license or approval that has not been obtained pursuant to

                                 Page 22 of 26
<PAGE>

               any of the terms, conditions or provisions of any Applicable Laws
               and Regulations, any order, judgment, writ, injunction, decree,
               determination, award or other instrument or legal requirement of
               any Governmental Authority, the certificate of incorporation and
               by-laws of Ameren Services, UE and CIPS or any contractual
               limitation, corporate restriction or outstanding trust indenture,
               deed of trust, mortgage, loan agreement, lease, other evidence of
               indebtedness or any other agreement or instrument to which Ameren
               Services is a Party or by which Ameren Services', UE's or CIPS'
               property is bound.

          4.   Ameren Services has taken all such corporate actions as may be
               necessary or advisable and proper to authorize this Agreement,
               the execution and delivery hereof, and the consummation of
               transactions contemplated hereby.

          5.   This Agreement is a legal, valid and binding obligation of Ameren
               Services enforceable in accordance with its terms, except as
               limited by laws of general applicability limiting the enforcement
               of creditor's rights or by the exercise of judicial discretion in
               accordance with general principals of equity.


SECTION 18 - MISCELLANEOUS PROVISIONS

     A.   Term

          This Agreement shall bind the Parties hereto from the date first
          written above, and shall extend, subject to and in accordance with its
          terms and conditions, until the interconnection between Company and
          Operator has been abandoned, cancelled, permanently disconnected or
          until the development, construction, or operation of the Plant by
          Operator or Operator's assignees or transferees (if applicable) has
          terminated. Following the end of the term, the Parties shall no longer
          be bound by the terms and conditions of this Agreement except as
          specifically provided in Section 18(M) and except to the extent of
          rights, duties or obligations accruing before the end of the term.

     B.   Severability

          If any provision or provisions of this Agreement shall be held invalid
          or unenforceable, such provision or provisions shall be invalid or
          unenforceable only to the extent of such invalidity or
          unenforceability without invalidating or rendering unenforceable any
          other provision hereof.

     C.   Modifications

          No amendment or modification to this Agreement or waiver of a Party's
          rights hereunder shall be binding unless the same shall be in writing
          and signed by the Party against which enforcement is sought.

     D.   Prior Agreement Superceded

          This Agreement constitutes the entire agreement between the Parties
          relating to the subject matter hereof and its execution supercedes all
          previous agreements, discussions, communications and correspondence
          with respect to such subject matter.

                                 Page 23 of 26
<PAGE>

     E.   Counterparts

          This Agreement may be executed in any number of counterparts, and each
          executed counterpart shall have the same force and effect as an
          original instrument.

     F.   Further Assurances

          The Parties agree:

               1.   to furnish upon request to each other such further
                    information;

               2.   to execute and deliver to each other such other documents;
                    and

               3.   to do such other acts and things, all as the other Party may
                    reasonably request for the purpose of carrying out the
                    intent of this Agreement and the documents referred to in
                    this Agreement.


     G.   No Third Party Beneficiaries

          This Agreement is not intended to, and does not, confer upon any
          Person other than the Parties hereto and their respective successors
          and permitted assigns, any rights or remedies hereunder.

     H.   Successors and Assigns

          1.   This Agreement shall inure to the benefit of and be binding upon
               Company and Operator and their respective successors and
               permitted assigns, provided, that Operator shall not sell or
               otherwise transfer the Plant to any Person unless such Person
               assumes all of Operator's obligations under this Agreement, and
               agrees to perform this Agreement pursuant to a written agreement
               reasonably satisfactory to Company.

          2.   Company shall be permitted to assign or otherwise transfer this
               Agreement or its rights, duties and obligations hereunder, in
               whole or in part, by operation of law or otherwise, without
               Operator's consent, (i) to any ISO, or (ii) to any successor to
               or transferee of the direct or indirect ownership or operation of
               all or part of the Company's Electric System, and upon the
               assumption by any such permitted assignee of Company's rights,
               duties and obligations hereunder, Company shall be released and
               discharged therefrom.

          3.   Operator shall be permitted to assign or otherwise transfer this
               Agreement or its rights, duties and obligations hereunder, in
               whole or in part, by operation of law or otherwise, without
               Company's consent to any chartered financial institution
               (hereinafter "Lender") as collateral security for financing of
               the Plant. Company agrees to provide to such Lender(s) on a
               timely basis with such information and such consents, opinions,
               resolutions and related documents as are reasonably requested by
               such Lender(s) and are ordinary and customary in connection with
               the closing of a project financing for facilities such as the
               Plant.

                                 Page 24 of 26
<PAGE>

          4.   Except as provided in this Section 18(H), neither Party shall
               assign, pledge or otherwise transfer this Agreement or any right
               or obligation under this Agreement without first obtaining the
               other Party's written consent, which consent shall not be
               unreasonably withheld or delayed, and any assignment or transfer
               of this Agreement or any rights, duties or interests hereunder by
               any Party without the written consent of the other Party shall be
               null and void and of no force and effect.


     I.   Submission to Jurisdiction; Waivers

          Subject to the provisions of Section 12, each of the Parties hereby
          irrevocably and unconditionally:

          1.   submits for itself and its property in any legal action or
               proceeding relating to this Agreement, or for recognition and
               enforcement of any judgment in respect thereof, to the exclusive
               jurisdiction of the state courts located in St. Louis County,
               Missouri or the U.S. District Court, Eastern District of
               Missouri, and appellate courts from any therefrom;

          2.   consents and agrees that any such action or proceeding may be
               brought in and only in such courts and waives any objection that
               it may now or hereafter have to the venue of any such action or
               proceeding in any such court or that such action or proceeding
               was brought in an inconvenient court and agrees not to plead or
               claim the same;

          3.   agrees that service of process in any such action or proceeding
               may be effected by mailing a copy thereof by registered or
               certified mail (or any substantially similar form of mail),
               postage prepaid, to the other Party at its address set forth in
               Section 10, or at such other address of which the other Party
               shall have been notified pursuant thereto; and

          4.   agrees that nothing herein shall affect the right to effect
               service of process in any other manner permitted by law.

     J.   Waivers

          The failure of either Party to insist in any one or more instance upon
          strict performance of any of the provisions of this Agreement or to
          take advantage of any of its rights under this Agreement shall not be
          construed as a general waiver of any such provision or the
          relinquishment of any such right, but the same shall continue and
          remain in full force and effect, except with respect to the particular
          instance or instances.

     K.   Choice of Laws

          This Agreement shall be governed by and construed and interpreted in
          accordance with the laws of the State of Missouri, irrespective of the
          application of any conflicts of laws provisions.

     L.   Regulatory Approval

                                 Page 25 of 26
<PAGE>

          This Agreement shall be subject to the approval of the regulatory
          agencies having jurisdiction. In the event that this Agreement is not
          accepted in its entirety by all such agencies, either Party may
          terminate this Agreement immediately.

     M.   Survival

          The provisions of Sections 5B, 14, 15, 18I and 18K, including the
          rights and obligations of the Parties therein provided, shall survive
          the termination or expiration of this Agreement and the performance by
          the Parties of their obligations hereunder.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement on their behalf as of the day and year
first above written.


Ameren Energy Generating Company             Ameren Services Company

By: __________________________          By:________________________________


Title:______________________________         Title:_____________________________

                                 Page 26 of 26