Long Term Power Purchase Agreement

LONG TERM POWER PURCHASE AGREEMENT

To:From: Dave Brueggeman

Company: Company: Ameren Illinois Companyd/b/a Ameren Illinois

Phone: Phone: (314) 554-4622

Fax: Fax: (314) 206-0210

[Note: In the event that the anticipated merger between the Ameren Illinois Utilities is not completed by the date of the execution of this agreement, three separate agreements will be executed between winning bidders and the three Ameren Illinois Utilities]

This Long Term Power Purchase Agreement (“PPA”) will confirm the agreement reached this ___ day of _____, 2010between ______(“Party A”)and Ameren Illinois Company d/b/a Ameren Illinois(“Ameren Illinois” or “Party B”),regarding the transaction below. This PPA constitutes a “Confirmation” under the ISDA Agreement defined below.

The Parties agree and acknowledge that this PPA is a Fixed Price Customer Supply Contract (as such term is defined herein).

The definitions and provisions contained in the 2000 ISDA Definitions (the “ISDA Definitions”) and the 2005 ISDA Commodity Definitions(the “Commodity Definitions”) (each as published by the International Swaps and Derivatives Association, Inc. and collectively, the “Definitions”) are incorporated into this PPAwith respect to “Transactions,” as defined by the Commodity Definitions, except as otherwise specifically provided in thisPPA. Only those Definitions in place at the time each Transaction is entered into shall govern such Transaction.

The parties agree that the Transaction(s) described in this PPA is legally binding on each of them. Except as otherwise expressly set forth in this PPA (and as otherwise amended, supplemented and modified by Sections 2 through 9 herein), the Transaction shall be subject to and governed by all the terms and conditions from(i) the form of the agreement entitled “Master Agreement” (“Multicurrency-Cross Border” version) as published in 1992 by the International Swaps and Derivatives Association, Inc., attached hereto as Attachment 1 (hereinafter the “ISDA Agreement”), excluding the “Schedule” thereto, and such terms are hereby incorporated herein by reference and (ii) the Credit Support Annex (“Bilateral Form, New York Law Only” version) as published in 1994 by the International Swaps and Derivatives Association, Inc., attached hereto as Attachment 2 (hereinafter the “Credit Support Annex”), and such terms are hereby incorporated herein by reference (collectively, the “Master Agreement”). In the event of any inconsistency between the ISDA Definitions and the Commodity Definitions, the Commodity Definitions shall prevail. In the event of any inconsistency between the provisions of the Master Agreement and the Definitions, the Master Agreement shall prevail. In the event of any inconsistency between the Master Agreement, or the Definitions and this PPA, this PPA shall prevail.

If the Parties have entered into an ISDA Master Agreement (whether a 1992 version or the 2002 version) that governs Transactions other than the Transaction confirmed under this PPA, such ISDA Master Agreement shall not applyfor the purposes of the Transaction confirmed under this PPA, and this PPA shall be treated as a separate, stand-alone Confirmation from all other Transactions between the Parties.

The terms of this PPA are as follows:

1.Terms of the Transaction

Underlying Commodity:Electrical Energy

Fixed Price Payer:Party B

Floating Price Payer:Party A

Floating Price Structure:The “Floating Price” means in each hour of each settlement month, themarket price for energy delivered to Party B’s load, currently the MISO day-ahead LMP Price in that hour at Party B’s load zone within MISO (the “Financial Settlement Point”). The initial Financial Settlement Point shall be the MISO CP Node AMIL.BGS6

Fixed Price: ______. Such Fixed Price will escalate 2% once per year on June 1 beginning on June 1, 2013 through the Term of the PPA.

Term:A “Delivery Year” is defined as a twelve month period commencing on June 1 and ending on May 31.

The initial Delivery Year will commence on June 1, 2012. The Annual Contract Quantity Commitment described below will remain in place for twenty (20) years, expiring on May 31, 2032.

(a) Table 1 contains the Percentage Commitment and Annual Contract Quantity Commitmentmade by Party A. The Committed Unit(s) specified in Table 1 must, at all times during the Term of this PPA, qualify as a renewable energy resource under Section 1-10 of Illinois Public Act 095-0481(codified at 20 ILCS 3855) (“IPA Act”).

TABLE 1

Percentage Commitment and Annual Contract Quantity Commitment

Annual Contract Quantity Commitment. Party A commits and guarantees to produce energy and deliver RECs equal to the Annual Contract Quantity Commitment specified in Table 1 from the Committed Unit(s) for each Delivery Year of this PPA. This may be accomplished by Party A through the production and delivery of Carry-over Energy and RECs during the immediately preceding Delivery Year, energy produced and RECs delivered from Party A’s Committed Unit(s) during the current Delivery Year and the production and delivery of Short-fall Energy and RECs in the following Delivery Year. In each Delivery Year, all energy produced by and RECs delivered from the Committed Unit(s) multiplied by the Percentage Commitment will first be credited towards any Short-fall Energy and RECs required for the immediately preceding Delivery Year and next towards the current Delivery Year’s Annual Contract Quantity Commitment and then to any Carry-over Energy and RECs Party A elects to utilize. After any required production and delivery of Short-fall Energy and RECs and the Annual Contact Quantity Commitment is met, Party A may retain the full benefit and value of all energy and RECs produced by the Committed Unit(s) until the beginning of the next Delivery Year, except in the event that Party A indicates (in the manner specified below) that it intends to utilize any excess energy and RECs as Carry-over Energy and RECs, in which case Party A may only retain until the beginning of the next Delivery Year the full benefit and value of energy and RECs produced by the Committed Unit(s) that exceed 110% of the Annual Contract Quantity Commitment.

If an event ofForce Majeure occurs, upon written notification from Party A, the Annual Contract Quantity Commitment shall be reduced as further described below. Party A shall provide such written notification within seven (7) days of becoming aware of the Force Majeure event. Such notification shall provide details regarding the nature of the Force Majeureevent. Party A’s failure to provide such notice shall be deemed a waiver of the right to claim Force Majeure. Party A shall be obligated to take all commercially reasonable steps to mitigate the Force Majeure event. As soon as reasonably practicable after such notification,Party A shall further inform Party B of the expected duration of the Force Majeureeventand the steps being taken to mitigate the effects of the event on performance. Party A shall keep Party B informed on a continuing basis of developments relating to the Force Majeure eventuntil the effects of the event ends. Party A may suspend or modify its obligations under this PPA only to the extent that the effect of the Force Majeure eventcannot be otherwise mitigated.

The reduction to the Annual Contract Quantity for a Force Majeure event will be the summationfor every month in the Delivery Year of the number of hours a Committed Unit is unable to produce energy due to the Force Majeure event multiplied by the average hourly output of the Committed Unit for the corresponding month. The average hourly output for the month will be calculated as the megawatt hours generated by the Committed Unit during the month divided by (the number of hours in such month minus the number of hours the Force Majeure event occurred and continued during such month.) If the average hourly output cannot be determined for a month (e.g. the Committed Unit was subject to the Force Majeure event in all hours in such month), the average hourly output for the same month in the previous Delivery Year shall be used. If the average hourly output for a month in the first Delivery Year cannot be determined, the average hourly output for the most recent full month without a Force Majeure event shall apply. Force Majeure shall not apply to any Committed Unit that has not achieved commercial operation.

“Force Majeure” means an event or circumstance lasting at least seven consecutive days which prevents one Party from performing its obligations under this PPA, which event or circumstance was not anticipated as of the date the PPA was enteredinto, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply or fuel supply, including wind or solar rays; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to the grid and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. For the avoidance of doubt, a minimum generation event or dispatch down or other similar request or signal from a Transmission Provider shall not constitute a Force Majeure event.

“Claiming Party” means the Party that is prevented by Force Majeure from carrying out, in whole or part, its obligations under the PPA.

“Transmission Provider” means any entity or entities transmitting or transporting the energy on behalf of Seller or Buyer to or from the Committed Unit(s) under this PPA.

Carry-over Energy and RECs. Once any required production and delivery of Short-fall Energy and RECs and the Annual Contract Quantity Commitment for the current Delivery Year has been met, Party A, at its own option, may produce additional energy and deliver additional RECs from the Committed Unit(s) up to 10% of the Annual Contract Quantity Commitment to be applied to satisfy the Annual Contract Quantity Commitment for the next Delivery Year (“Carry-over Energy and RECs”). Party A shall notify Party B in writing no later than June 30 of each year if it intends to utilize Carry-over Energy and RECs during that Delivery Year, contingent on the Committed Unit(s) producing sufficient energy to allow for the utilization of Carry-over Energy and RECs.

Short-fall Energy and RECs. In the event that at the conclusion of a Delivery Year, Party A has failed to satisfy through the utilization of Carry-over Energy and RECs from the previous Delivery Year and actual energy production and REC deliveries in the current Delivery Year, the Annual Contract Quantity Commitment for that Delivery Year, the shortfall, up to 10% of the Annual Contact Quantity Commitment, may be met through the production of energy and delivery of RECs in the next Delivery Year (“Short-fall Energy and RECs”).

Maximum Annual Energy and REC Delivery. In no event may Party A deliver more than 120% of the Annual Contract Quantity Commitment of RECs in any Delivery Year, except in the final Delivery Year, in which year Party A may not utilize any Carry-over Energy and RECs and thus may not deliver more than 110% of the Annual Contract Quantity Commitment of RECs. After the expiration of the Term of this PPA, Party A will not be permitted to produce and deliver any Short-fall Energy and RECs to account for any shortfall in the final Delivery Year. All energy production and REC deliveries, whether utilized as Short-fall Energy and RECs or Carry-over Energy and RECs, will be priced as of the Delivery Year they are being utilized to satisfy.

Hourly Notional Amount. The quantity of energy swapped under this PPA in each hour of a Delivery Year (the “Hourly Notional Amount”) will be directly tied and equal to the Percentage Commitment multiplied bythe actual energy produced by Party A’sCommitted Unit(s)in that hour measured at the generator bus of the Committed Unit(s) until such time as any required production and delivery of Short-fall Energy and RECs and the Annual Contract Quantity Commitment is met for that Delivery Year along withany Carry-over Energy Party A elects to utilize as described above, at which time the Hourly Notional Amount shall be zero. Party A will providehourly-integrated generation meter data (from a revenue quality meter that satisfies the applicable Regional Transmission Organization requirements) on a day after basis to Party B and to the Illinois Power Agency (“IPA”). Party A shall include the actual generation meter data on the invoice provided to Party B. Party B will have the right, at its sole expense and during normal working hours, to audit the data utilized to determine the Hourly Notional Amount and to examine and test the meter(s) utilized in providing such information and to take other actions, to the extent reasonably necessary, to verify the accuracy of the data provided by Party A under this section.

REC Delivery. Delivery of RECs under this PPA requires that Party A effect a Transfer as described in Annex 1 to the PPA. All terms contained in Annex 1 to this PPA are incorporated herein by reference.

Capacity. The capacity value of the Committed Unit(s) is not a part of the Product and shall remain with Party A.

Energy Performance Guarantee Damages. In the event that Party A fails, by the end of any Delivery Year other than the final Delivery Year, to satisfy, through the utilization of Carry-over Energy and RECs during the previous Delivery year and energy produced and RECs delivered during the current Delivery Year, 100% of any Short-fall Energy and RECs required from the previous Delivery Year and at least 90% of the Annual Contract Quantity Commitment for the current Delivery Year,Party B will compare theFixed Price for the applicable Delivery Yearto the “Average Floating Price” (such term being defined as the straight average of the floating price at the Financial Settlement Point for all hours in a given Delivery Year). If the Average Floating Priceis higherthan the Fixed Price, Party A will pay Party B the difference between theapplicableAverage Floating Priceand Fixed Price, times a quantity that would fully satisfy anyshort-fall in energy from the prior Delivery Year and the difference between the applicable Average Floating Price and Fixed Price, times a quantity that would bring theshortfall for the current Delivery Year to within 10% of theAnnual Contract Quantity Commitment (the “Delivery Year Energy Performance Guarantee Damages”). If the Average Floating Price is lower than the specified Fixed Price for a specific Delivery Year, the Delivery Year Energy Performance Guarantee Damages amount associated with that Delivery Year shall be zero. Such amounts due, if any is due, will becommunicated to Party A andincluded on the invoice associated with deliveries for the final month of such Delivery Year.

In the event that Party A fails, by the end of the final Delivery Year of this PPA, to satisfy, through the utilization of Carry-over Energy and RECs during the Delivery Year that immediately preceded the final Delivery Year and energy produced and RECs delivered during the final Delivery Year, 100% of any Short-fall Energy and RECs required from the Delivery Year that immediately preceded the final Delivery Yearand 100% of the Annual Contract Quantity Commitment for the final Delivery Year, Party B will compare the Fixed Price for the applicable Delivery Year to the Average Floating Price. If the Average Floating Price is higherthan the Fixed Price, Party A will pay Party B the difference between theapplicableAverage Floating PriceandFixed Price, times a quantity that would fully satisfy any short-fall from the Delivery Year that immediately preceded the final Delivery Year and the difference between the applicable Average Floating Price and the Fixed Price, times a quantity that would satisfy any shortfall for the final Delivery Year (the “Final Delivery Year Energy Performance Guarantee Damages”). If the Average Floating Price is lower than the specified Fixed Price for a specific Delivery Year, the Final Delivery Year Energy Performance Guarantee Damages amount associated with that Delivery Year shall be zero. Such amount due, if any is due, will be communicated to Party A and included on the invoice associated with deliveries for the final month of such Delivery Year.