and

Exhibit 10.1

EXECUTION COPY

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

CONTRIBUTION AGREEMENT

dated as of October 3, 2003

by and between

CENTRAL ILLINOIS LIGHT COMPANY

d.b.a. AMERENCILCO

and

AMERENENERGY RESOURCES GENERATING COMPANY

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

TABLE OF CONTENTS

Article I DEFINITIONS.............................................................................................1
1.1 Certain Definitions......................................................................................1
1.2 Other Terms..............................................................................................5
1.3 Other Definitional Provisions............................................................................5

ARTICLE II CONTRIBUTION OF ASSETS................................................................................5
2.1 Contribution of Assets...................................................................................5
2.2 Retained Assets..........................................................................................7
2.3 Assumption of Liabilities................................................................................7
2.4 Retained Liabilities.....................................................................................8

Article III THE CLOSING..........................................................................................9
3.1 Closing Time and Location................................................................................9
3.2 Documents to be Delivered by CILCO.......................................................................9
3.3 Documents to be Delivered by AERG.......................................................................10
3.4 Conditions to AERG's Obligations........................................................................10
3.5 Conditions to CILCO's Obligations.......................................................................11

Article IV REPRESENTATIONS AND WARRANTIES OF CILCO..............................................................11
4.1 Organization and Qualification..........................................................................11
4.2 Corporate Authorization.................................................................................11
4.3 Consents and Approvals..................................................................................12
4.4 Non-Contravention.......................................................................................12
4.5 Binding Effect..........................................................................................12

Article V REPRESENTATIONS AND WARRANTIES OF AERG................................................................12
5.1 Organization and Qualification..........................................................................12
5.2 Corporate Authorization.................................................................................12
5.3 Consents and Approvals..................................................................................13
5.4 Non-Contravention.......................................................................................13
5.5 Binding Effect..........................................................................................13

Article VI COVENANTS AND OTHER MATTERS.........................................................................13
6.1 Best Efforts............................................................................................13
6.2 Employee Matters........................................................................................13
6.3 Further Assurances......................................................................................14
6.4 Tax Matters.............................................................................................14
6.5 Books and Records.......................................................................................14
6.6 Nontransferable Permits.................................................................................15
6.7 Nonassignable Contracts.................................................................................15
6.8 Assets Subject to Mortgage Indenture....................................................................15

Article VII INDEMNIFICATION....................................................................................15
7.1 Indemnification by AERG.................................................................................15

7.2 Indemnification by CILCO................................................................................15
7.3 Indemnification Procedures for Third-Party Claims.......................................................16
7.4 Indemnification Procedures for Other Claims.............................................................17
7.5 Mitigation..............................................................................................17
7.6 Computation of Losses Subject to Indemnification........................................................17
7.7 Obligations Absolute....................................................................................17
7.8 Survival of Indemnities.................................................................................17
7.9 Remedies Cumulative.......................................................................................17

Article VIII TERMINATION.......................................................................................18
8.1 Termination.............................................................................................18
8.2 Effect of Termination...................................................................................18

Article IX MISCELLANEOUS.......................................................................................18
9.1 Notices.................................................................................................18
9.2 Entire Agreement; Amendment.............................................................................19
9.3 Parties in Interest; Assignment.........................................................................19
9.4 Schedules...............................................................................................19
9.5 Governing Law; Submission to Jurisdiction; Section of Forum.............................................19
9.6 Counterparts............................................................................................20
9.7 Severability............................................................................................20
9.8 Headings................................................................................................20

EXHIBITS AND SCHEDULES
----------------------

Exhibit Description
------- -----------

A Duck Creek Easement Agreement
B Xxxxxxx Easement Agreement
C Power Supply Agreement
D Services and Facilities Agreement
E Sterling Avenue Easement Agreement

Schedule Description
-------- -----------

2.1(a) Owned Real Property
2.1(b) Leased Real Property
2.1(d) Specific Account Assets
2.1(e) Intellectual Property
2.1(f) Contracts
2.1(g) Permits
2.2(a) Retained Transmission and Distribution Assets
2.2(b) Retained Contracts
2.3(b) Assumed Environmental Liabilities
2.3(c) Assumed Claim Liabilities
2.3(d) Certain Assumed Liabilities
2.4(d) Retained Claim Liabilities
2.4(e) Retained Environmental Liabilities
4.3 Consents
6.2 Employees

iii

CONTRIBUTION AGREEMENT
----------------------

THIS CONTRIBUTION AGREEMENT dated as of October 3, 2003, is entered into by
and between CENTRAL ILLINOIS LIGHT COMPANY, an Illinois corporation d.b.a.
AmerenCILCO ("CILCO"), and AMERENENERGY RESOURCES GENERATING COMPANY (f/k/a
Central Illinois Generation Inc.), an Illinois corporation ("AERG").

W I T N E S S E T H:
--------------------

WHEREAS, CILCO is a public utility company as defined in Section 3-105 of
the Illinois Public Utilities Act (220 ILCS 5/3-105) and presently operates as a
vertically integrated electricity generation, transmission and distribution
company and as a natural gas distribution company in the State of Illinois;

WHEREAS, pursuant to the provisions of Section 16-111(g) of the Illinois
Public Utilities Act (220 ILCS 5/16-111(g)) CILCO has been authorized to
contribute its electric generation facilities and assets to AERG, its
wholly-owned subsidiary;

WHEREAS, CILCO desires to contribute to AERG all of the assets, properties,
rights, interests and liabilities of its electric generation operations;

WHEREAS, AERG desires to receive such assets, properties, rights and
interests, to assume the related liabilities, and to conduct an electricity
generation business therewith; and

WHEREAS, the parties intend the transaction to qualify under Section 351(a)
of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, upon the terms and subject to the conditions contained
herein, CILCO and AERG hereby agree as follows: Article I DEFINITIONS

1.1 Certain Definitions. As used herein, the following terms shall have
the meanings set forth or as referenced below.

"Account" shall mean an account on CILCO's books and records maintained in
accordance with the Federal Energy Regulatory Commission's Uniform System of
Accounts.

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

"Ancillary Documents" shall mean all agreements, certificates, instruments
and other documents executed or delivered in accordance with or in connection
with the transactions contemplated by this Agreement, including the Xxxxxxx
Easement Agreement, the Duck Creek Easement Agreement, and the Sterling Avenue
Easement Agreement, but excluding the Power Supply Agreement and Services and
Facilities Agreement.

"Assumed Liabilities" shall have the meaning set forth in Section 2.3.

"Books and Records" shall have the meaning set forth in Section 2.1.

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

"Claim" shall mean any claim, action, suit, proceeding, dispute or
investigation made or brought by any Person, whether formal or informal, before
any Governmental Authority or in arbitration, mediation or otherwise.

"Closing" shall mean the event at which CILCO consummates the assignment,
transfer and delivery of the Contributed Assets to AERG, and AERG assumes and
agrees to perform or discharge the Assumed Liabilities.

"Closing Date" shall have the meaning set forth in Section 3.1.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Consents" shall mean any consent, approval, authorization, waiver, permit,
grant, franchise, concession, agreement, license, exemption or order of,
registration, certificate, declaration or filing with, or report or notice to
any Person, including without limitation any Governmental Authority.

"Contracts" shall have the meaning set forth in Section 2.1.

"Contributed Assets" shall have the meaning set forth in Section 2.1.

"Duck Creek Easement Agreement" shall mean the Duck Creek Easement
Agreement to be entered into on the Closing Date between CILCO and AERG
substantially in the form of Exhibit A.

"Duck Creek Facility" shall mean the electric generation facility located
at 00000 Xxxxx XXXXX Xxxx, xx xxx Xxxx xx Xxxxxx, Xxxxxx of Xxxxxx and State of
Illinois.

"Xxxxxxx Easement Agreement" shall mean the Xxxxxxx Easement Agreement to
be entered into on the Closing Date between CILCO and AERG substantially in the
form of Exhibit B.

"Xxxxxxx Facility" shall mean the electric generation facility located at
0000 Xxxxx XXXXX Xxxx, in the City of Bartonville, County of Peoria and State of
Illinois.

"Employees" shall have the meaning set forth in Section 6.2.

"Encumbrances" shall mean any and all encumbrances, including without
limitation all claims, liens, charges, mortgages, pledges, security interests,
options, restrictions (including, in the case of real property, easements,
rights of way, covenants, restrictions, lease, licenses, zoning and set back
requirements and other variances) or third party rights.

"Energy Control Center" shall mean CILCO's energy control center facility
located in the City of Peoria, County of Peoria and State of Illinois, including
all buildings, structures, and tangible personal property located at such
facility.

"Environmental Law" shall mean any Law with respect to the preservation of
the environment or the promotion of worker health and safety, including any Law
relating to Hazardous Substances, drinking water, surface water, groundwater,
wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid
waste, waste water, storm water run-off, noises, odors, air emissions, waste
emissions or xxxxx. Without limiting the generality of the foregoing, the term
encompasses each of the following statutes and the regulations promulgated
thereunder, and any similar applicable state or local Law, each as amended: (a)
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980; (b) the Solid Waste Disposal Act; (c) the Hazardous Materials
Transportation Act; (d) the Toxic Substance Control Act; (e) the Clean Water
Act; (f) the Clean Air Act; (g) the Safe Drinking Water Act; (h) the National
Environmental Policy Act of 1969; (i) the Superfund Amendments and
Reauthorization Act of 1986; (j) Title III of the Superfund Amendments and
Reauthorization Act; (k) the Federal Insecticide, Fungicide and Rodenticide Act
and (l) the provisions of the Occupational Safety and Health Act of 1970
relating to the handling of and exposure to Hazardous Substances and similar
substances.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"Facilities" shall mean the premises that collectively comprise the Owned
Real Property, the Leased Real Property, and the Sterling Avenue Facility.

"Generation Operations" shall mean, collectively, each and
every task, function and operation that is necessary to, or performed for the
purpose of supporting, either directly or indirectly, the generation of
electricity by CILCO at the Facilities, as such tasks, functions, and operations
are performed at the Facilities as of the date of this Agreement.

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

"Hazardous Substance" shall mean: (i) petroleum, byproducts and any
petroleum fractions; (ii) materials which contain any substance defined as a
hazardous or toxic substance under any United States federal statutes and their
state counterparts, as well as such statutes' implementing regulations
including, but not limited to, the Hazardous Materials

Transportation Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Toxic
Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act,
and the Clean Air Act; and (iii) any other materials, including without
limitation asbestos, which a federal, state or local Governmental Authority
requires be remediated pursuant to any Law relating to the protection of the
environment.

"Indian Trails Facility" shall mean the cogeneration facility located at
0000 Xxxxx Xxxxx Xxxxxx in Pekin, Illinois.

"Intellectual Property" shall have the meaning set forth in Section 2.1.

"Laws" shall mean any federal, state, foreign, provincial or local law,
constitutional provisions, code, statute, ordinance, rule, regulation, order,
judgment or decree of any Governmental Authority.

"Leased Real Property" shall have the meaning set forth in Section 2.1.

"Liabilities" mean all Claims, demands, assessments, judgments, losses,
liabilities, damages, costs and expenses (including, without limitation,
interest, penalties, attorneys' fees to the extent permitted by law, and
accounting fees and investigation costs).

"Material Adverse Effect" shall mean an effect that is materially adverse
to the value of the Contributed Assets or the Generation Operations taken as a
whole or materially adverse to the business, financial condition or results of
operations or business prospects of the Generation Operations taken as a whole.

"Owned Real Property" shall have the meaning set forth in Section 2.1.

"Permitted Encumbrances" shall mean (a) all Encumbrances on the Contributed
Assets as of the date hereof as well as (b) all Encumbrances on the Contributed
Assets that shall have (i) become effective between the date hereof and the
Closing Date and (ii) arisen or been incurred in good faith and in the ordinary
course of business consistent with past practices.

"Permits" shall have the meaning set forth in Section 2.1.

"Person" shall mean an individual, a corporation, a partnership, a limited
liability company, an association, a trust or other entity or organization,
including any Governmental Authority.

"Personal Property" shall have the meaning set forth in Section 2.1.

"Power Supply Agreement" shall mean the Power Supply Agreement to be
entered into on the Closing Date between CILCO and AERG substantially in the
form of Exhibit C.

"Retained Assets" shall have the meaning set forth in Section 2.2.

"Retained Liabilities" shall have the meaning set forth in Section 2.4.

"Retained Transmission and Distribution Assets" shall have the meaning set
forth in Section 2.2.

"Services and Facilities Agreement" shall mean the Services
and Facilities Agreement to be entered into on the Closing Date by and among
CILCO, AERG and the other parties thereto substantially in the form of Exhibit
D.

"Sterling Avenue Easement Agreement" shall mean the Sterling Avenue
Easement Agreement to be entered into on the Closing Date between CILCO and AERG
substantially in the form of Exhibit E.

"Sterling Avenue Facility" shall mean CILCO's electric generating facility
located on Sterling Avenue in the City of Peoria, Illinois.

"Transferred Employee" shall have the meaning set forth in Section 6.2(a).

1.2 Other Terms. Other terms may be defined elsewhere in the text of this
Agreement and, unless otherwise indicated, shall have such meaning throughout
this Agreement.

1.3 Other Definitional Provisions.

(a) The words "hereof", "herein", and "hereunder", and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement.

(b) The terms defined in the singular shall have a comparable meaning when
used in the plural, and vice versa.

(d) The term "including" shall be deemed to mean "including without
limitation."

Article II
CONTRIBUTION OF ASSETS

2.1 Contribution of Assets. On the terms and subject to the conditions set
forth herein, CILCO shall transfer, convey, assign, contribute and deliver to
AERG all direct or indirect right, title and interest in and to all of the
assets, properties and rights of every type and description, whether tangible or
intangible, that are related primarily to the Generation Operations in exchange
for all of the outstanding stock of AERG and AERG's assumption of certain
liabilities pursuant to Section 2.3 hereof. Such assets shall be free of all
Encumbrances except Permitted Encumbrances, and with such changes, deletions or
additions thereto as may occur from the date hereof to the Closing Date in the
ordinary course of business (the "Contributed Assets"), including the following:

(a) the real property owned by CILCO and identified on Schedule 2.1(a),
including all buildings, structures, and improvements thereon and all
appurtenances relating thereto (the "Owned Real Property");

(b) the leases under which CILCO leases, as lessee, the real property
identified on Schedule 2.1(b), including all buildings, structures and
improvements thereon, to the extent included in such lease (the
"Leased Real Property");

(c) all tangible personal property, including all fixtures, plant
materials and operating supplies recorded in Account 154, machinery
and equipment, fuel supplies (including fuel stock recorded in Account
151), spare parts, vehicles, rolling stock, office furniture and
equipment, furnishings, leasehold improvements and
construction-in-process, which is located at the Facilities or used or
held for use in connection with the Generation Operations at the
Facilities (the "Personal Property");

(d) the assets listed on Schedule 2.1(d);

(e) the following intellectual property (and the rights associated
therewith): (i) the patents, copyrighted works and registrations or applications
for registration of copyrights in any jurisdiction, trademarks (whether
registered or unregistered), service marks, brand names, certification marks,
trade names and other indications of origin identified on Schedule 2.1(e), the
goodwill associated with the foregoing and registrations and applications to
register the foregoing, including any extension, modification or renewal of any
of such registrations or applications; (ii) non-public information, trade
secrets and confidential information to the extent related primarily to the
Generation Operations and rights in any jurisdiction to limit the use or
disclosure thereof by any Person; and (iii) any claims or causes of action
arising out of or related to any infringement or misappropriation of any of the
foregoing (the "Intellectual Property");

(f) to the extent assignable, all agreements, licenses, leases, contracts,
subcontracts, purchase orders, sales orders, notes, bonds, mortgages,
indentures, guarantees, refunds, commitments, undertakings and any other form of
agreement related primarily to the Generation Operations (the "Contracts"),
including the Contracts identified on Schedule 2.1(f);

(g) to the extent assignable, all licenses, permits, approvals, variances,
waivers, registrations, certificates or consents to the extent transferable,
issued or required by any Governmental Authorities and used in or necessary to
the Generation Operations (the "Permits"), including the Permits identified on
Schedule 2.1(g);

(h) all Claims against Third Persons in connection with the Generation
Operations or any of the Contributed Assets, whether arising out of events
before, on, or after the Closing Date, except with respect to Claims related to
Retained Liabilities; and

(i) all books and records that relate primarily to the Generation
Operations, including all files, ledgers, lists, models, plans, designs, data,
data bases, invoices, forms, account registers, correspondence, production
records, technical, accounting, manufacturing and procedural manuals, employment
records, studies, reports or summaries, and any other books and records relating
primarily to the operation or use of any of the Contributed Assets and any

confidential information that has been reduced to writing or other tangible
medium (the "Books and Records").

2.2 Retained Assets. Notwithstanding anything to the contrary herein, from
and after the Closing, CILCO shall retain all of its direct and indirect right,
title and interest in and to all of the following assets and rights
(collectively, the "Retained Assets"):

(a) the overhead and underground communications and electrical
transmission and distribution lines (whether consisting of one circuit or more
than one circuit) and other overhead and underground transmission, distribution,
communication and related facilities and structures, including towers, pole
structures, poles, wires, cables, conduits, pipes (including the natural gas
pipelines and connections located at the Sterling Avenue Facility), ducts,
pumps, controls, switches, relays, circuit breakers, monitoring devices, fiber
optic cable and facilities, counterpoise, anchors, ground grid, cathodic
protection equipment, manholes, transformers, pedestals, and necessary fixtures,
conductors and appurtenances attached thereto (including the metering and relay
buildings located at the substation of the Xxxxxxx Facility and at the
switchyard of the Duck Creek Facility), which are located at the Facilities and
identified on Schedule 2.2(a), (the "Retained Transmission and Distribution
Assets"), and easements with respect to the Xxxxxxx Facility and the Duck Creek
Facility;

(b) the contracts, leases, licenses, purchase orders and other agreements
identified on Schedule 2.2(b);

(c) all Books and Records that CILCO is required by law to retain,
provided that CILCO shall furnish AERG with complete copies of such Books and
Records;

(d) all tax returns of CILCO;

(e) the Energy Control Center;

(f) all assets and rights used or held for use exclusively in connection
with the operations at the Indian Trails Facility, including all such tangible
personal property, intellectual property, contracts, permits, claims against
Third Persons, and book and records;

(g) the real property at which the Sterling Avenue Facility is located;
and

(h) all other rights and assets not identified as a Contributed Asset in
Section 2.1.

2.3 Assumption of Liabilities. On the terms and subject to the conditions
set forth in this Agreement, at the Closing and effective as of the Closing
Date, AERG shall assume and agree to pay, honor, defend against, discharge or
perform when due all debts, liabilities and obligations, other than the Retained
Liabilities, including unknown and contingent liabilities, that arise out of
each and every task, function and operation that is necessary to, or performed
for the purpose of supporting, either directly or indirectly, the generation of
electricity by CILCO at the Facilities or the Contributed Assets, to the extent
arising from events or conditions existing after the Closing (the "Assumed
Liabilities"), including, but not limited to, the following:

(a) all liabilities and obligations under the Contracts and Permits, when
and to the extent such Contracts or Permits shall have been assigned or
transferred to AERG;

(b) all liabilities and obligations (including all unknown and contingent
liabilities and obligations) under the Environmental Laws arising after the
Closing out of each and every task, function and operation that is necessary to,
or performed for the purpose of supporting, either directly or indirectly, the
Contributed Assets or the Generation Operations, (all of the foregoing, the
"Assumed Environmental Liabilities");

(c) all liabilities and obligations arising out of the employment or
termination of any Transferred Employee and all liabilities and obligations
arising out of the Claims identified on Schedule 2.3(c); and

(d) the liabilities and obligations listed on Schedule 2.3(d).

2.4 Retained Liabilities. Notwithstanding anything to the contrary herein,
CILCO shall retain all, and AERG shall not assume or be responsible or liable
for any, of the following liabilities and obligations, whether incurred before
or after the Closing (the "Retained Liabilities"):

(a) all liabilities and obligations arising out of or related to the
Retained Assets;

(b) all liabilities and obligations under the Contracts and Permits not
assigned or transferred to AERG;

(c) all liabilities and obligations arising out of or relating to this
Agreement or the transactions contemplated hereby for which CILCO has assumed
responsibility pursuant to this Agreement or any Ancillary Document;

(d) all liabilities and obligations arising out of or related to the
Claims identified on Schedule 2.4(d);

(e) all liabilities and obligations under the Environmental Laws (other
than the Assumed Environmental Liabilities), and all other liabilities and
obligations relating to Hazardous Substance, the Contributed Assets and/or the
Generation Operations to the extent arising from events or conditions existing
prior to the Closing, including, but not limited to, the known liabilities set
forth on Schedule 2.4(e);

(f) all liabilities and obligations in connection with any Claims by a
Person (other than AERG) based in whole or in part on the transaction
contemplated by this Agreement;

(g) all liabilities and obligations arising out of or related to
operations at the Indian Trails Facility; and

(h) any and all other liabilities not identified as an Assumed Liability
in Section 2.3.

Article III
THE CLOSING

3.1 Closing Time and Location. The Closing shall take place at the offices
of McGuireWoods LLP, 00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
at 8:00 a.m. (local time), on October 3, 2003, subject to the satisfaction or
waiver (by the party entitled to waive the condition) of all conditions to the
Closing set forth below, or at such other time and place as the parties hereto
may mutually agree. The date on which the Closing occurs is called the "Closing
Date". The consummation of the transfer of the Contributed Assets hereunder
shall for all purposes under this Agreement and the Ancillary Documents be
deemed effective as of 12:00 a.m. Central Standard Time on the Closing Date.

3.2 Documents to be Delivered by CILCO. At the Closing, unless otherwise
agreed to by the parties, CILCO shall deliver to AERG:

(a) a copy of (i) the resolutions of the Board of Directors of CILCO
authorizing execution, delivery and performance of this Agreement and all other
transactions and agreements contemplated hereby, (ii) CILCO's Articles of
Incorporation, and (iii) CILCO's Bylaws, all certified by the Secretary or
Assistant Secretary of CILCO to be true, correct, complete, unmodified and in
full force and effect as of the Closing Date;

(b) instruments transferring, assigning or subleasing the Contributed
Assets to AERG, free and clear of all Encumbrances except for Permitted
Encumbrances;

(c) copies of all Consents to the transfer, assignment or sublease to AERG
of each Contributed Asset that requires such Consent;

(d) Special Warranty Deeds (the "Deeds") in recordable form, and in form
and substance satisfactory to AERG, conveying the Owned Real Property to AERG,
free and clear of all Encumbrances except for Permitted Encumbrances;

(e) releases, including without limitation termination statements under
the Uniform Commercial Code (the "UCC") of any financing statements filed
against any Contributed Assets, evidencing discharge, removal and termination of
all Encumbrances to which the Contributed Assets are subject (other than
Permitted Encumbrances), which releases shall be effective at or prior to the
Closing;

(f) a Non-Foreign Person Affidavit as required by Section 1445 of the Code
(a "FIRPTA Affidavit");

(g) the certificates required by Sections 3.4(a) and (b) below;

(h) such other deeds, endorsements, assignments, affidavits and other good
and sufficient instruments of assignment, conveyance and transfer in form and
substance satisfactory to AERG as may be necessary to effect the Closing; and

(i) a duly executed copy of each of the Ancillary Documents.

3.3 Documents to be Delivered by AERG. At the Closing, unless otherwise
agreed to by the parties, AERG shall deliver to CILCO:

(a) a copy of (i) the resolutions of the Board of Directors of AERG
authorizing execution, delivery and performance of this Agreement and all other
transactions and agreements contemplated hereby, (ii) AERG's Articles of
Incorporation, and (iii) AERG's Bylaws, all certified by the Secretary or an
Assistant Secretary of AERG to be true, correct, complete, unmodified and in
full force and effect as of the Closing Date;

(b) the certificates required by Sections 3.5(a) and (b) below;

(c) such instruments of assumption, in form and substance satisfactory to
CILCO, as may be necessary to effect AERG's assumption of the Assumed
Liabilities;

(d) such other instruments and documents, in form and substance
satisfactory to CILCO, as may be necessary to effect the Closing; and

(e) a duly executed copy of each of the other Ancillary Documents.

3.4 Conditions to AERG's Obligations. The obligation of AERG to consummate
the transactions provided for by this Agreement is subject to the satisfaction,
on or prior to the Closing Date, of each of the following conditions, any of
which may be waived by AERG, except for the conditions (as to Permits) set forth
in subsection (c) of this Section 3.4.

(a) Representations and Warranties. The representations and warranties of
CILCO contained herein shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of the
Closing Date (except that representations and warranties that are made as of a
specific date must be true in all material respects only as of such date), and
AERG shall have received a certificate to such effect dated the Closing Date and
executed by a duly authorized officer of CILCO.

(b) Covenants. The covenants and agreements of CILCO to be performed on or
prior to the Closing shall have been duly performed in all material respects,
and AERG shall have received a certificate to such effect dated the Closing Date
and executed by a duly authorized officer of CILCO.

(d) No Proceeding or Litigation. No litigation, action, suit,
investigation, Claim or proceeding challenging the legality of, or seeking to
restrain, prohibit or materially modify, the transactions provided for in this
Agreement shall have been made or instituted by any Person or Governmental
Authority and not settled or otherwise finally terminated.

(e) Closing Deliveries. CILCO shall have delivered to AERG the
certificates and other documents required by Section 3.2.

3.5 Conditions to CILCO's Obligations. The obligations of CILCO to
consummate the transactions provided for by this Agreement are subject to the
satisfaction, on or prior to the Closing Date, of each of the following
conditions, any of which may be waived by CILCO, except for the conditions (as
to Permits) set forth in subsection (c) of this Section 3.5.

(a) Representations and Warranties. The representations and warranties of
AERG contained herein shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of the
Closing Date (except that representations and warranties that are made as of a
specific date need be true in all material respects only as of such date), and
AERG shall have received a certificate to such effect dated the Closing Date and
executed by a duly authorized officer of AERG.

(b) Covenants. The covenants and agreements of AERG to be performed on or
prior to the Closing shall have been duly performed in all material respects,
and AERG shall have received a certificate to such effect dated the Closing Date
and executed by a duly authorized officer of AERG.

(c) Consents. All Permits and Consents that are necessary to consummate
the transactions contemplated hereunder shall have been obtained and satisfied.

(e) Closing Deliveries. AERG shall have delivered the certificates and
other documents required by Section 3.3.

Article IV
REPRESENTATIONS AND WARRANTIES OF CILCO

CILCO represents and warrants to AERG as follows:

4.1 Organization and Qualification. CILCO is a corporation duly organized,
validly existing and in good standing under the laws of the state of Illinois
and has all requisite corporate power and authority to own and operate the
Contributed Assets and to carry on the Generation Operations as currently
conducted. CILCO is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where the ownership or operation of the
Contributed Assets or the conduct of the Generation Operations requires such
qualification.

4.2 Corporate Authorization. CILCO has full corporate power and authority
to execute and deliver this Agreement and each of the Ancillary Documents, and
to perform its obligations hereunder and thereunder. The execution, delivery and
performance by CILCO of this Agreement and each of the Ancillary Documents have
been duly and validly authorized and

no additional corporate authorization or consent is required in connection with
the execution, delivery and performance by CILCO of this Agreement and each of
the Ancillary Documents.

4.3 Consents and Approvals. Except as specifically set forth in Schedule
4.3, no Consent is required to be obtained by CILCO from, and no notice or
filing is required to be given by CILCO to, any Governmental Authority or other
Person in connection with the execution, delivery and performance by CILCO of
this Agreement and each of the Ancillary Documents.

4.4 Non-Contravention. The execution, delivery and performance by CILCO of
this Agreement and each of the Ancillary Documents, and the consummation of the
transactions contemplated hereby and thereby, does not and will not (i) violate
any provision of the Articles of Incorporation or Bylaws of CILCO, (ii) subject
to obtaining the Consents identified on Schedule 4.3, conflict with, or result
in the breach of, or constitute a default under, or result in the termination,
cancellation, modification or acceleration (whether after the filing of notice
or the lapse of time or both) of any right or obligation of CILCO under, or to a
loss of any benefit to which CILCO is entitled under, any Contract or result in
the creation of any Encumbrance upon any of the Contributed Assets; or (iii)
violate, or result in a breach of or constitute a default under any Law to which
CILCO is subject.

4.5 Binding Effect. This Agreement constitutes, and each of the Ancillary
Documents when executed and delivered by the parties thereto will constitute, a
valid and legally binding obligation of CILCO enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors, rights and to
general equity principles.

Article V
REPRESENTATIONS AND WARRANTIES OF AERG

AERG represents and warrants to CILCO as follows:

5.1 Organization and Qualification. AERG is a corporation duly organized,
validly existing and in good standing under the laws of the state of Illinois
and has all requisite corporate power and authority to own and operate the
Contributed Assets and to carry on the Generation Operations as currently
conducted. AERG is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where the ownership or operation of the
Contributed Assets or the conduct of the Generation Operations requires such
qualification.

5.2 Corporate Authorization. AERG has full corporate power and authority
to execute and deliver this Agreement and each of the Ancillary Documents, and
to perform its obligations hereunder and thereunder. The execution, delivery and
performance by AERG of this Agreement and each of the Ancillary Documents have
been duly and validly authorized and no additional corporate authorization or
consent is required in connection with the execution, delivery and performance
by AERG of this Agreement and each of the Ancillary Documents.

5.3 Consents and Approvals. No Consent is required to be obtained by AERG
from, and no notice or filing is required to be given by AERG to or made by AERG
with, any Governmental Authority or other Person in connection with the
execution, delivery and performance by AERG of this Agreement and each of the
Ancillary Documents.

5.4 Non-Contravention. The execution, delivery and performance by AERG of
this Agreement and each of the Ancillary Documents, and the consummation of the
transactions contemplated hereby and thereby, does not and will not (i) violate
any provision of the certificate of incorporation or bylaws of AERG or (ii)
violate, or result in a breach of or constitute a default under any Law to which
AERG is subject.

5.5 Binding Effect. This Agreement constitutes, and each of the Ancillary
Documents when executed and delivered by the parties thereto will constitute, a
valid and legally binding obligation of AERG enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors, rights and to
general equity principles.

Article VI
COVENANTS AND OTHER MATTERS

6.1 Best Efforts. CILCO and AERG will cooperate and use their respective
reasonable best efforts to fulfill the conditions precedent to the other party's
obligations hereunder, including but not limited to, securing as promptly as
practicable all Permits and all Consents required for the consummation of the
transactions contemplated by this Agreement and the Ancillary Documents, and
agree to any reasonable requests in connection therewith.

6.2 Employee Matters.

(a) Employment and Benefits. On and after the Closing Date, AERG shall
offer to continue the employment of all Persons who are employed by CILCO as of
the Closing Date and are either (i) identified on Schedule 6.2 or (ii) hired by
CILCO in the ordinary course of business between the date Schedule 6.2 was
prepared and the Closing Date for employment primarily in the Generation
Operations (the "Employees"). Each offer of employment to an Employee shall, at
a minimum, be at the same terms and conditions and enjoyed by such Employee
immediately prior to the Closing Date. Each Employee hired by AERG (each, a
"Transferred Employee") will be provided with benefits under employee benefit
plans, programs and arrangements which are the same as those offered to such
Employee by CILCO prior to the Closing Date.

(b) Labor Unions. AERG shall, at the Closing Date and thereafter in
accordance with the requirements of applicable federal labor laws, recognize
Local No. 8 as the exclusive representative of those Transferred Employees at
the Facilities who are represented by the National Conference of Firemen and
Oilers (NCF&O) for purposes of collective bargaining. AERG shall assume the
collective bargaining agreement that is in effect on the Closing Date.

(c) No Third Party Beneficiaries. Nothing contained in this Agreement
shall (i) create any rights in any third party, including without limitation any
right to employment or right to any particular benefit or (ii) be construed as
prohibiting or restricting in any way the right of AERG, CILCO or any successor
or other entity to modify, amend or terminate any employee benefit plan, program
or arrangement, or any other term or condition of employment of any of its
employees, in whole or in part at any time after the Closing Date.

6.3 Further Assurances. At any time after the Closing Date, CILCO, on the
one hand, and AERG, on the other hand, shall promptly execute, acknowledge and
deliver any other assurances or documents reasonably requested by the other
party and necessary for it to satisfy its respective obligations hereunder or
for CILCO or AERG to obtain the benefits contemplated hereby.

6.4 Tax Matters.

(a) Asset Transfer Taxes. In the event any tax on the transfer of assets
are assessed in connection with the transactions contemplated by this Agreement,
the payment of such taxes shall be the sole responsibility of CILCO.

(b) Property Taxes. Personal and real property taxes for any period after
the Closing Date on property of AERG (including, but not limited to, the
prorated portion of personal and real property taxes on such property which are
based on the value of such property) shall be the liability of AERG. All other
personal and real property taxes for any period prior to the Closing Date shall
be the liability of CILCO.

(c) Record Retention. The parties agree to retain all books, records,
returns, schedules, documents and all material papers or items of information
relating to such taxes for periods prior to the Closing Date for the later of
(i) seven (7) years or (ii) the full period of the applicable statute of
limitations, including any extensions thereof.

6.5 Books and Records.

(a) Notwithstanding anything to the contrary contained herein, AERG
acknowledges and agrees that the Books and Records included in the Contributed
Assets shall be delivered to AERG by CILCO within 90 days following the Closing
Date and that CILCO shall have the right to redact such Books and Records so
that they do not reflect or include any information regarding any business or
assets of CILCO other than the Generation Operations and the Contributed Assets.

(b) AERG will retain all Books and Records included in the Contributed
Assets and make the same reasonably available after the Closing Date for
inspection and copying by CILCO, at CILCO's expense, during the normal business
hours of AERG, upon reasonable request and upon reasonable notice. In
furtherance and not in limitation of the foregoing and subject to any longer
periods required under Section 6.4 hereof, no such Books and Records shall be
destroyed by AERG for a period of seven years after the Closing Date (or until
all pending Claims hereunder are resolved, if any such Claim is pending as of
the end of such seven-year period) without first advising CILCO in writing and
giving CILCO a reasonable opportunity to obtain possession thereof.

(c) CILCO will retain all books and records and other documents pertaining
in any way to the Generation Operations (to the extent not included in the
Contributed Assets) in existence on the Closing Date and to make the same
reasonably available after the Closing Date for inspection and copying by AERG,
at AERG's expense, during the normal business hours of CILCO, upon reasonable
request and upon reasonable notice. In furtherance and not in limitation of the
foregoing and subject to any longer periods required under Section 6.4 hereof,
no such books, records or documents shall be destroyed by CILCO for a period of
seven years after the Closing Date (or until all pending Claims hereunder are
resolved, if any such Claim is pending as of the end of such seven-year period)
without first advising AERG in writing and giving AERG a reasonable opportunity
to obtain possession thereof.

6.6 Nontransferable Permits. Notwithstanding the foregoing and anything
else to the contrary herein, AERG acknowledges and agrees (i) that all Permits
that are not transferable will be retained by CILCO from and after the Closing
and (ii) that AERG shall be responsible for obtaining any such non-transferable
Permit necessary to engage in the Generation Operations from and after the
Closing.

6.7 Nonassignable Contracts. Notwithstanding the foregoing and anything
else to the contrary herein, unless the parties mutually agree otherwise, in the
event CILCO is unable to obtain the consent necessary to assign or transfer a
Contract to AERG without adversely affecting AERG's rights or obligations under
such Contract, such Contract will be retained by CILCO.

6.8 Assets Subject to Mortgage Indenture. For so long as, and to the
extent that, the Contributed Assets are subject to a lien or other restrictions
pursuant to that certain Indenture of Mortgage and Deed of Trust between CILCO
and Bankers Trust Company (the "Mortgage Indenture"), (a) AERG shall not use any
such Contributed Assets in a manner inconsistent with the requirements of the
Mortgage Indenture; and (b) CILCO shall comply with all of its obligations
under, and shall not breach or permit to exist a default under, the Mortgage
Indenture.

Article VII
INDEMNIFICATION

7.1 Indemnification by AERG. From and after the Closing, AERG shall
indemnify, defend and hold harmless CILCO and its respective directors,
officers, representatives, shareholders, partners, attorneys, accountants,
employees (other than Employees) and agents, and their respective heirs,
successors and assigns, (collectively, all of the foregoing, the "CILCO
Indemnified Parties"), from and against any and all Liabilities that may be
incurred by the CILCO Indemnified Parties, or any of them, resulting or arising
from, related to or incurred in connection with: (a) the failure of AERG to
assume, pay, perform and discharge any of the Assumed Liabilities, and (b) any
breach of any representation, warranty, covenant, obligation or agreement of
AERG contained herein.

7.2 Indemnification by CILCO. From and after the Closing, CILCO shall
indemnify, defend and hold harmless AERG and its respective directors, officers,

representatives, shareholders, partners, attorneys, accountants, employees and
agents, and their respective heirs, successors and assigns, (collectively, all
of the foregoing, the "AERG Indemnified Parties" and, together with the CILCO
Indemnified Parties, the "Indemnified Parties") from and against any and all
Liabilities that may be incurred by the AERG Indemnified Parties, or any of
them, resulting or arising from, related to or incurred in connection with: (a)
the failure of CILCO to assume, pay, perform and discharge any of the Retained
Liabilities; and (b) any breach of any representation, warranty, covenant,
obligation or agreement of CILCO contained herein. 1.2 Indemnification
Procedures for Third-Party Claims. With respect to third-party claims, all
claims for indemnification by any Indemnified Party hereunder shall be asserted
and resolved as set forth in this Section

7.3. In the event that any written claim or demand for which AERG or CILCO,
as the case may be (an "Indemnifying Party"), would be liable to any Indemnified
Party hereunder is asserted against or sought to be collected from any
Indemnified Party by a third party, such Indemnified Party shall promptly, but
in no event more than thirty (30) days following such Indemnified Party's
receipt of such claim or demand, notify the Indemnifying Party of such claim or
demand and the amount or the estimated amount thereof, to the extent such
estimate is then feasible (which estimate shall not be conclusive of the final
amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party
shall have sixty (60) days from the receipt of the Claim Notice (the "Notice
Period") to notify the Indemnified Party (a) whether the Indemnifying Party
disputes the liability of the Indemnifying Party to the Indemnified Party
hereunder with respect to such claim or demand and (b) whether it desires to
defend the Indemnified Party against such claim or demand. All costs and
expenses incurred by the Indemnifying Party in defending such claim or demand
shall be a liability of, and shall be paid by, the Indemnifying Party. Except as
hereinafter provided, in the event that the Indemnifying Party notifies the
Indemnified Party within the Notice Period that it desires to defend the
Indemnified Party against such claim or demand, the Indemnifying Party shall
have the right to defend the Indemnified Party by appropriate proceedings and
shall have the sole power to direct and control such defense. If any Indemnified
Party desires to participate in any such defense, it may do so at its sole cost
and expense. The Indemnified Party shall not settle any such claim or demand
without the consent of the Indemnifying Party. The Indemnifying Party shall not,
without the prior written consent of the Indemnified Party, settle, compromise
or offer to settle or compromise any such claim or demand on a basis which would
result in the imposition of a consent order, injunction or decree which would
restrict the future activity or conduct of the Indemnified Party. If the
Indemnifying Party elects not to defend the Indemnified Party against such claim
or demand, whether by not giving the Indemnified Party timely notice as provided
above or otherwise, then the amount of any such claim or demand or, if the same
be contested by the Indemnified Party, then that portion thereof as to which
such defense is unsuccessful (and the reasonable costs and expenses pertaining
to such defense), shall be the liability of the Indemnifying Party hereunder. To
the extent the Indemnifying Party shall direct, control or participate in the
defense or settlement of any third-party claim or demand, the Indemnified Party
will give the Indemnifying Party and its counsel access, during normal business
hours, to the relevant business records and other documents, and shall permit
them to consult with the employees and counsel of the Indemnified Party. The
Indemnified Party shall use its best efforts in the defense of all such claims.

7.4 Indemnification Procedures for Other Claims. In the event that any
Indemnified Party has a claim against an Indemnifying Party under or in
connection with this Agreement that does not involve a third-party claim, the
Indemnified Party must notify the Indemnifying Party of such claim within thirty
(30) days following the date on which the Indemnified Party becomes aware of any
such claim; provided, however, that failure to give such notice shall not affect
the Indemnified Party's right to indemnification or the Indemnifying Party's
obligation to indemnify under this Article VII, except to the extent the
Indemnifying Party is actually prejudiced thereby.

7.5 Mitigation. Each Indemnified Party shall take all reasonable steps to
mitigate its respective Liabilities upon and after becoming aware of any event
that could reasonably be expected to give rise to any Liabilities for which such
Indemnified Party may be entitled to indemnification hereunder.

7.6 Computation of Losses Subject to Indemnification. The amount of any
Liability for which indemnification is provided under this Article VII shall (i)
be computed net of any insurance proceeds or other third-party recovery received
by the Indemnified Party in connection with such Liability (and any such
proceeds or recovery received by an Indemnified Party after receipt by such
Indemnified Party of an indemnification payment in connection with such
Liability pursuant to this Article VII shall be promptly remitted to the
Indemnifying Party, to the extent of such indemnification payment) and (ii)
exclude consequential damages, lost profits and exemplary or punitive damages.

7.7 Obligations Absolute. The foregoing contractual obligations of
indemnification set forth in this Article VII shall:

(a) also apply to any and all third party claims that allege that an
Indemnified Party is independently, directly, vicariously or jointly and
severally liable to such third party; and

(b) to the extent permitted by applicable law, apply even if the
Indemnified Party is partially negligent or otherwise partially culpable or at
fault, whether or not such liability arises under any doctrine of strict
liability.

7.8 Survival of Indemnities. The obligations of CILCO and AERG under this
Article VII shall survive the sale or other transfer by any of them of any
assets or businesses or the assignment by any of them of any Liabilities, with
respect to any indemnifiable liability of any Indemnified Party related to such
assets, businesses or Liabilities.

7.9 Remedies Exclusive. The remedies provided in this Article VII shall be
the exclusive remedies of the parties hereto with respect to the matters for
which the parties may be entitled to indemnification under this Article VII;
provided, however, that this Article VII shall not be deemed to apply to matters
covered by remedies specifically provided under any of the Ancillary Documents
or under the Power Supply Agreement or Services and Facilities Agreement, which
remedies shall be the exclusive remedies with respect to such matters.

Article VIII
TERMINATION

8.1 Termination. This Agreement and the transactions contemplated hereby
may be terminated at any time prior to the Closing (any such date upon which
this Agreement is terminated pursuant to this Section 8.1 shall be referred to
herein as the "Termination Date"):

(a) by mutual written consent of CILCO and AERG;

(b) by CILCO or AERG, if there shall be in effect any law that prohibits
the consummation of the Closing or if consummation of the Closing would violate
any non-appealable final order, decree or judgment of any court or other
Governmental Authority having competent jurisdiction;

(c) by AERG, if any condition precedent to AERG's obligation to effect the
Closing as set forth in Section 3.4 is not satisfied, or shall have become
incapable of fulfillment, and such condition is not waived, if waivable, by AERG
on or prior to the Termination Date; and

(d) by CILCO, if any condition precedent to CILCO's obligation to effect
the Closing as set forth in Section 3.5 is not satisfied, or shall have become
incapable of fulfillment, and such condition is not waived, if waivable, by
CILCO on or prior to the Termination Date.

8.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 8.1, written notice thereof shall be given to the other party and this
Agreement shall thereafter become void and have no further force and effect and
all further obligations of CILCO and AERG under this Agreement shall terminate
without further liability of CILCO or AERG.

Article IX
MISCELLANEOUS

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

to CILCO: Central Illinois Light Company
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: General Counsel

to AERG: AmerenEnergy Resources Generating Company
One Ameren Plaza
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel

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

9.2 Entire Agreement; Amendment. This Agreement (including all Ancillary
Documents, Schedules and Exhibits hereto) contains the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings, oral or written, with
respect to such matters. Any amendment or modification hereto and thereto, in
order to become effective, shall be made in writing and executed by each party
hereto and thereto. No other Person shall have the right or ability to modify,
amend or terminate this Agreement or any Ancillary Document in any respect, by
conduct or otherwise.

9.3 Parties in Interest; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as set forth in Article VII with
respect to Indemnified Parties, nothing in this Agreement, express or implied,
is intended to confer upon any Person other than AERG, CILCO or their respective
successors or permitted assigns, any rights or remedies under or by reason of
this Agreement. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party hereto.

9.4 Schedules. The disclosure of any matter in any schedule to this
Agreement shall be deemed to be a disclosure for all purposes of this Agreement
to which such matter could reasonably be expected to be pertinent, but shall
expressly not be deemed to constitute an admission by AERG or CILCO or to
otherwise imply that any such matter is material for the purposes of this
Agreement.

9.5 Governing Law; Submission to Jurisdiction; Selection of Forum. This
Agreement shall be governed by, and construed in accordance with, the laws of
the state of Illinois, without regard to its principles of conflicts of laws.
Each party hereto agrees that it shall bring any action or proceeding in respect
of any claim arising out of or related to this Agreement or any Ancillary
Document or the transactions contained in or contemplated hereby or thereby,
whether in tort or contract or at law or in equity, exclusively in a court of
the State of Illinois (the "Chosen Courts") and (i) irrevocably submits to the
exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying
venue in any such action or proceeding in the Chosen Courts,

(iii) waives any objection that the Chosen Courts are an inconvenient forum or
do not have jurisdiction over any party and (iv) agrees that service of process
upon a party in any such action or proceeding shall be effective if notice is
given in accordance with Section 9.1 of this Agreement.

9.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.

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

9.8 Headings. The heading references and the table of contents herein and
in any Ancillary Document are for convenience purposes only, do not constitute a
part of this Agreement or any Ancillary Document and shall not be deemed to
limit or affect any of the provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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

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

By: /s/ X.X. Xxxxxxxxx
------------------------------------
Name: X.X. Xxxxxxxxx
Title: President

AMERENENERGY RESOURCES
GENERATING COMPANY, an Illinois
corporation

By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: President

Contribution Agreement
----------------------

Exhibit A
---------

Duck Creek Easement Agreement

Contribution Agreement
----------------------

Exhibit B
---------

Xxxxxxx Easement Agreement

Contribution Agreement
----------------------

Exhibit C
---------

Power Supply Agreement

Contribution Agreement
----------------------

Exhibit D
---------

Services and Facilities Agreement

Contribution Agreement
----------------------

Exhibit E
---------

Sterling Avenue Easement Agreement

SCHEDULES TO CONTRIBUTION AGREEMENT

SCHEDULE 2.1(a)

OWNED REAL PROPERTY

1. The real property located at 00000 Xxxxx XXXXX Xxxx, xx xxx Xxxx xx Xxxxxx,
Xxxxxx of Xxxxxx, and State of Illinois (the Duck Creek Property). The
description of the Duck Creek Property is attached hereto as Annex A.

2. The real property located at 0000 Xxxxx XXXXX Xxxx, in the City of
Bartonville, County of Peoria, and State of Illinois (the Xxxxxxx
Property). The description of the Xxxxxxx Property is attached hereto as
Annex B.

ANNEX A

DESCRIPTION OF DUCK CREEK PROPERTY

[legal description]

ANNEX B

DESCRIPTION OF XXXXXXX PROPERTY

[legal description]

SCHEDULE 2.1(b)

LEASED REAL PROPERTY

1. The facility and parcel of real property leased by CILCO as lessee and
located at 4498 Entec Drive, in the City of Bartonville, County of Peoria,
and State of Illinois (the Entec Property). The description of the Entec
Property is attached hereto as Annex A.
-------

2. The generation facility easement to CILCO is located at 0000 Xxxxx Xxxxxxxx
Xxxxxx in the City of Peoria, County of Peoria and State of Illinois
("Sterling Avenue Easement"). The description of the Sterling Avenue
Easement is attached hereto as Annex B.
-------

ANNEX A

DESCRIPTION OF THE ENTEC PROPERTY

[legal description]

ANNEX B

DESCRIPTION OF THE STERLING AVENUE EASEMENT

[legal description]

SCHEDULE 2.1(d)

SPECIFIC ACCOUNT AND OTHER ASSETS

1. Sulfur dioxide emission allowance inventory recorded in Account 158.1.

2. Undistributed stores recorded in Account 163.

3. Miscellaneous deferred debits recorded in Account 186.

4. The assets identified on Annex A attached hereto.

5. The assets identified on Annex B attached hereto.

SCHEDULE 2.1(e)

INTELLECTUAL PROPERTY

1. AERG (formerly CIGI) Logo and all rights and benefits connected therewith.

SCHEDULE 2.1(f)

CONTRACTS

1. Finance Lease dated 11/4/99 between CILCO and Caterpillar Financial
Services Corporation.

2. Finance Lease dated 1/21/99 between CILCO and Caterpillar Financial
Services Corporation.

3. Marketing and Management Agreement dated 12/6/00 between CILCO and ISG
Resources, Inc.

4. Contractual Inventory Agreement dated 9/20/00 between CILCO and Alstom
Power Integrated Services, Inc.

5. Maintenance and Connectivity Support Agreement dated 2/1/01 between CILCO
and IKON Office Solutions, Inc.

6. Maintenance Agreement between CILCO and IKON Office Solutions, Inc.
(undated).

7. Hardware and Software Agreement dated 2/11/98 between CILCO and
Environmental Systems Corporation.

8. Software License and Non-Disclosure Agreement dated 12/29/99 between CILCO
and Environmental Systems Corporation.

9. Software License Agreement dated 3/17/00 between Project Software &
Development, Inc.

10. General Ledger Software Agreements for Duck Creek and Xxxxxxx dated 2/29/00
between CILCO and Software Essentials, Inc.

11. Guaranteed Term Agreement dated 6/21/00 between CILCO and Qwest
Communications Corporation.

12. Collective Bargaining Agreement dated 2/23/01 - 7/1/06 between CILCO and
National Conference of Firemen and Oilers, Local # 8.

13. Coal Supply Agreement dated 1/17/00 between CILCO and Exxon Coal USA, Inc.

14. Coal Supply Agreement dated 1/1/00 between CILCO and Consolidation Coal
Company.

15. Rail Transportation Agreement dated 8/29/01 between CILCO, The Burlington
Northern and Santa Fe Railway Company, Norfolk Southern Railway and The
Toledo Peoria & Western Railway Corporation.

16. Confidential Rail Transportation Contract dated 0/0/00 xxxxxxx XXXXX xxx
Xxxxx Xxxxxxx Xxxxxxxx Company.

17. Rail Transportation Agreement dated 1/21/02 between CILCO, The Burlington
Northern and Santa Fe Railway Company, and The Toledo Peoria & Western
Railway Corporation.

18. Limestone Purchase Letter Agreement dated 1/3/00 between CILCO and Central
Stone Company.

19. Contract entered into on August 17, 0000, xxxxxxx XXXXX xxx Xxxxx Xxxxxxx
Xxxxx Xxxxxxx for installation of Selective Catalytic Reactor System at
Xxxxxxx facility.

20. Contract entered into on May 2002, between CILCO and Lurgi Lentjes North
America for installation of Selective Catalytic Reactor System at Duck
Creek facility.

21. Project Service Agreement dated 1/4/02, between CILCO and Xxxxxxx ESE.

22. Coal Supply Agreement dated 12/20/01, between CILCO and RAG Coal Sales of
America, Inc.

23. Coal Supply and Transportation Agreement dated 11/21/01, between CILCO and
Prairie Energy Sales Corporation.

24. Coal Supply Agreement dated 1/1/02 - 12/31/04, between CILCO and Oxbow
Carbon & Minerals, Inc.

25. License Agreement covering license # 98604, file 28-387 dated October 10,
1983 between CILCO and Chicago and Northwestern Transportation Company.

26. License Agreement dated August 15, 1983 between CILCO and Peoria and Pekin
Union Railway Company.

27. License Agreement # 6393 dated September 1, 0000 xxxxxxx XXXXX xxx Xxxxxx,
Xxxxxx & Western Railroad.

28. See Appendix B of the Power Supply Agreement for supply contracts assigned
to AERG.

SCHEDULE 2.1(g)

PERMITS

1. NPDES Permit No. IL0001970, dated 3/1/00, between CILCO and Illinois
Environmental Protection Agency.

2. Dept. of the Army Permit #CEMVR-RD-365340-1, between CILCO and U.S. Army
Corps of Engineers, Rock Island District (undated).

3. Application for CAAPP Permit, dated 7/7/95, between CILCO and Illinois
Environmental Protection Agency.

4. Operating Permit #73010724 I.D. No. 143805AAG, dated 6/20/95, with Title V
Permit Application 95070026 pending between CILCO and Illinois
Environmental Protection Agency.

5. Joint Construction and Operating Permit #98090079, I.D. No. 143805AAG,
dated 12/8/98, between CILCO and Illinois Environmental Protection Agency.

6. Acid Rain Program Phase II Permit, Oris No. 6016, Illinois Environmental
Protection Agency I.D. No. 057801AAA, effective 1/1/2000, between CILCO and
Illinois Environmental Protection Agency, Phase II Nox Compliance Plan
dated 12/18/97, and revision submitted June 27, 2003.

7. NPDES Permit No. IL0055620, dated 5/1/98, between CILCO and Illinois
Environmental Protection Agency, and pending renewal application submitted
9/26/02.

8. Operating Permit Grant #78020006 - NSPS Source Revised, dated 11/13/95 and
expired 3/6/1998, with Permit Application 95070025 pending between CILCO
and Illinois Environmental Protection Agency.

9. Water Pollution Control Permit #2000-EO-1116, dated 8/28/00, between CILCO
and Illinois Environmental Protection Agency.

10. Radioactive Material License #IL-01572-01 Amendment #9, dated 10/18/00,
between CILCO and Illinois Department of Nuclear Safety.

11. Radioactive Material License #IL-01572-02, dated 2/20/2001, between CILCO
and Illinois Department of Nuclear Safety.

12. Draft Acid Xxxx Xxxxx XX Xxxxxx Xx. 000000XXX and Phase II NOx Compliance
Plan, dated 12/18/97, between CILCO and Illinois Environmental Protection
Agency, and revision submitted June 27, 2003.

13. Federally Enforceable State Operating Permit #73010481, I.D. No. 143065
AMW - Revised, dated 7/25/2002, between CILCO and Illinois Environmental
Protection Agency.

14. Boron Variance obtained in CILCO (Duck Creek Station) v. IEPA, PCB 99-21,
granted 12/17/98, Illinois Pollution Control Board and CILCO.

15. Sulphur Dioxide Variance and site-specific relief obtained in CILCO v.
IEPA, PCB 99-80, granted 6/5/03, Illinois Pollution Control Board and
CILCO.

16. Final Alternative Emission Limitation Petition, AES Xxxxxxx Station, Unit
3, Oris Code 856, dated 3/26/2002, filed with the U.S. Environmental
Protection Agency.

17. Construction Permit #02020038, I.D. No. 057801AAA for Duck Creek Low NOx
Burners, dated 3/15/02, between AES - Duck Creek c/o CILCO and Illinois
Environmental Protection Agency.

18. Construction Permit #0204006 for Duck Creek SCR, dated 5/3/02, between AES
- Duck Creek and Illinois Environmental Protection Agency.

19. Construction Permit #01070072 for Xxxxxxx SCR, dated 10/22/01, between
Xxxxxxx Station c/o AES X.X. Xxxxxxx Station and Illinois Environmental
Protection Agency.

20. Peoria County Zoning, Building and Use Permit #48235 - Xxxxxxx SCR, dated
4/12/02, between AES Xxxxxxx Power Plant and County of Peoria, Illinois.

21. Peoria County Construction Permit - Pollution Control Structure & Equipment
#7356 - Duck Creek SCR, dated 3/27/02, between AES Duck Creek c/o CILCO and
Xxxxxx County, Illinois.

22. Peoria County Xxxxxxx Entrance Road Erosion Permit #2001-156, dated
9/28/01, between AES Xxxxxxx and County of Peoria, Illinois.

23. Erosion Control Escrow Agreement, dated 8/30/02, between AES Xxxxxxx
Station and the Peoria County Erosion Control Administrator and the Peoria
County Control Treasurer regarding Peoria County Erosion, Sediment and
Storm Water Control Permit #2001-156.

24. Peoria County Flood Permit #2001-019F, dated 10/5/01, between AES Xxxxxxx
and County of Peoria, Illinois.

25. Illinois Pesticide ID Card License No. CAN 05763379 issued to Xxx X. Xxx
Xxxxxxxxxxxx by the Illinois Department of Agriculture, Bureau of
Environmental Programs.

26. Illinois Pesticide ID Card License No. CAN 05763380 issued to Marcus Xxxxxx
Xxxxx by the Illinois Department of Agriculture, Bureau of Environmental
Programs.

27. U.S. Environmental Protection Agency NOx Allowance Tracking System Accounts
for the benefit of CILCO - Account Numbers:
000856000001
000856000002
000856000003
000856OVERDF
000601600001
999900000195

28. U.S. Environmental Protection Agency SO2 Allowance Tracking System Accounts
for the benefit of CILCO - Account Numbers:
000856000001
000856000002
000856000003
000601600001

29. Construction Permit #03050051 for Xxxxxxx Units 1 and 2 Flue Gas
Conditioning System, dated 5/21/03, between AmerenEnergy Generating Company
(CILCO) and Illinois Environmental Protection Agency.

30. NPDES Permit No. ILR108958, dated 9/4/03, between AmerenCILCO and Illinois
Environmental Protection Agency.

31. Peoria County Erosion Permit No. 2003-126, dated 8/13/03, between
AmerenCILCO Xxxxxxx Pwr. Plant and County of Peoria, Illinois.

SCHEDULE 2.2(a)

RETAINED TRANSMISSION AND
DISTRIBUTION ASSETS

1. The overhead and underground communications and electrical transmission and
distribution lines (whether consisting of one circuit or more than one
circuit) and other overhead and underground transmission, distribution,
communication and related facilities and structures, including towers, pole
structures, poles, wires, cables, conduits, pipes (including natural gas
pipelines and connections), ducts, pumps, controls, switches, relays,
circuit breakers, monitoring devices, fiber optic cable and facilities,
counterpoise, anchors, ground grid, cathodic protection equipment,
manholes, transformers, pedestals, and necessary fixtures, conductors and
appurtenances attached thereto, that are located at the Sterling Avenue
Facility and an easement is being granted with respect to those such assets
used or held for use in connection with Generation Operations.

2. The assets identified on Annex A attached hereto.

SCHEDULE 2.2(b)

RETAINED CONTRACTS

1. Tolling Agreement between CILCO and AES Xxxxxx Valley Cogen LLC (undated).

2. Caterpillar Receivables Assignment and Consent Agreement dated 12/19/00
between CILCO, AES Xxxxxx Valley Cogen LLC, Caterpillar, Inc. and
Landesbank Hessen-Thuringen Girozentrale, New York Branch.

3. Interconnection Agreement dated 12/29/00 between CILCO and AES Xxxxxx
Valley Cogen LLC.

4. Services Agreement (Xxxxxx) dated 12/29/00 between CILCO and Caterpillar,
Inc. (with Lease Agreement, Environmental Agreement and Confidentiality
Agreement attached).

5. Ground Lease, dated as of December 16, 1993, by and between Midwest Grain
Products, Inc., as lessor, and CILCORP Development Services, Inc., as
lessee.

6. Cogeneration Agreement dated 12/16/93 between CILCO, CILCORP, and Midwest
Grain Products, Inc.

7. Steam Heat Service Agreement dated 12/16/93 between CILCORP and Midwest
Grain Products, Inc.

8. Gas Service Agreement dated 9/1/96 between CILCO and Midwest Grain Products
of Illinois.

9. Postage Meter Rental Agreement dated 7/6/99 between CILCO and Ascom Xxxxxx
Mailing Systems, Inc.

10. Equipment Rental Agreement dated 7/15/99 between CILCO and Xxxx Equipment
Co.

11. Microsoft Business Agreement dated 6/28/00.

12. Software License and Maintenance Agreement dated 12/9/98 between CILCO and
Lodestar Corporation.

13. License Agreement for Proprietary Software Products and Maintenance dated
6/30/94 between CILCO and Compuware Corporation.

14. SCADA System Agreement dated 9/15/97 between CILCO and Valmet Automation
(USA), Inc.

15. OASyS Software License Agreement dated 9/15/97 between CILCO and Valmet
Automation (USA), Inc.

16. Payroll Services Agreement dated 6/7/00 between CILCO and Ceridian
Corporation.

17. Software License between CILCO and Ceridian Corporation (undated).

18. Personal Services Agreement between CILCO and Ceridian Corporation
(undated).

19. Letter Agreement dated 9/1/99 between CILCO, Trunkline Gas Company, and
Panhandle Eastern Pipe Line Company.

20. Services Agreement (#104819) dated 10/1/00 between CILCO and ANR Pipeline
Company.

21. Services Agreement (#104820) dated 11/1/00 between CILCO and ANR Pipeline
Company.

22. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity
Contract (#117452) dated 11/1/00 between CILCO and Natural Gas Pipeline of
America.

23. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity
Contract (#116657) dated 4/1/00 between CILCO and Natural Gas Pipeline of
America.

24. Firm Transportation Negotiated Rate Agreement for Prearranged Capacity
Contract (#117318) dated 5/1/00 between CILCO and Natural Gas Pipeline of
America.

25. Professional Services Agreement dated 6/18/98 between CILCO and Computer
Associates International, Inc.

26. Master Product License Agreement dated 5/31/94 between CILCO and Platinum
Technology, Inc.

27. FCC Radio Station License (Duck Creek Locomotive) dated 9/8/99 between
CILCO and the Federal Commerce Commission.

28. FCC Radio Station License (Emergency Communications -- Duck Creek, Xxxxxxx,
and Energy Control Center) dated 3/26/00 between CILCO and the Federal
Commerce Commission.

29. FCC Radio Station License (Xxxxxxx Locomotive) dated 9/8/99 between CILCO
and the Federal Commerce Commission.

30. FCC Radio Station License (Duck Creek Paging) dated 9/8/99 between CILCO
and the Federal Commerce Commission.

31. FCC Radio Station License (Duck Creek Voice) dated 9/8/99 between CILCO and
the Federal Commerce Commission.

32. Equipment Lease dated 6/1/93 between CILCO and Ameritech Credit Corporation
(as supplemented).

33. Ameritech Priority Service Solutions Maintenance Service Agreement dated
11/14/96 between CILCO and Ameritech Enhanced Business Services.

SCHEDULE 2.3(b) - Omitted

SCHEDULE 2.3(c)

ASSUMED CLAIM LIABILITIES

1. All Liabilities arising out of the Coal Supply Agreement dated 1/1/00
between CILCO and Consolidation Coal Company.

2. All Liabilities arising out of the Coal Supply Agreement (as amended and
restated) dated 1/1/87 between CILCO and Xxxxxxx United Coal Mining
Company.

SCHEDULE 2.3(d)

CERTAIN ASSUMED LIABILITIES

1. Accumulated deferred income taxes recorded in Account 190, 281, 282 and
283.

2. Accounts payable recorded in Account 232 (consisting primarily of payments
due from fuel suppliers and transporters).

3. Accrued real estate taxes recorded in Account 236.

4. Pension and OPEB liability recorded in Account 253.

SCHEDULE 2.4(d)

RETAINED CLAIM LIABILITIES

1. All Liabilities arising out of or relating to CILCO's Affirmative Action
Plan.

2. All Liabilities arising out of or relating to the September 6, 2000
Conciliation Agreement.

3. All Liabilities arising out of or relating to the employment or termination
of employment of Xxxxxx Head.

4. All Liabilities arising out of or relating to the employment or termination
of employment of Xxxx Xxxxx.

5. All Liabilities arising out of or relating to the bonus programs for CILCO
personnel in the Energy Delivery Unit (EDU) and Sales & Marketing (S&M)
departments of CILCO.

6. All Liabilities arising out of or relating to Xxxxxx Xxxxxx v. USX Corp.,
CILCO, et al., Case No. 01 L 002448 (Xxxx County, IL).

7. All Liabilities arising out of or relating to Xxxx x. X.X. Xxxxxxxxxx,
Inc., et al, case number 02-L-530 (Madison County).

8. All Liabilities arising out of or relating to Xxxxxxxx v. X.X. Xxxxxxxxxx,
Inc., et al, case number 02-L-1066 (Madison County).

9. All Liabilities arising out of or relating to Xxxxxx v. Rapid American
Corporation, et al, case number 00-L-14281 (Xxxx County).

10. All Liabilities arising out of or relating to King v. Rapid American
Corporation, et al, case number 00-L-4256 (Xxxx County).

11. All Liabilities arising out of or relating to Xxxxxxx v. ACandS, Inc., et
al, case number 02-L-178 (Madison County).

12. All Liabilities arising out of or relating to Abegg V. Xxxx Xxxxx Inc., et
al, case number 02-L-1429 (Madison County).

13. All liabilities arising out of or relating to Xxxxx x. ABB, Inc., et al.,
Case No. 49-D-02-9601-MI-001-798 (Xxxxxx County, Indiana).

14. All liabilities arising out of or relating to Xxxxxx X. Xxxxxx v. X. X.
Xxxxxxxxxx, Inc., et al., Case No. 02-L-480 (Peoria County).

15. All liabilities arising out of or relating to Xxxxxxx Xxxxxxxxxxxx v. X. X.
Xxxxxxxxxx, Inc., et al., Case No. 02-L-489 (Peoria County).

16. All liabilities arising out of or relating to Xxx v. X. X. Xxxxxxxxxx,
Inc., et al., Case No. 02-L-125 (Peoria County).

17. All liabilities arising out of or relating to Frith v. X. X. Xxxxxxxxxx,
Inc., et al., Case No. 02-L-1120 (Madison County).

18. All liabilities arising out of or relating to the death of employee Xxxxxxx
Xxxxxx.

SCHEDULE 2.4(e)

RETAINED ENVIRONMENTAL LIABILITIES

1. Potential Liabilities associated with four identified former manufactured
gas plant sites located at (a) 000 X. XxXxxxxx Xxxx., Xxxxxxxxxxx, XX; (b)
Persimmon St., Peoria, IL; (c) 000 Xxxxx Xx., Xxxxx, XX and (d) the
Vector-Springfield site, Springfield, IL.

2. Potential Liabilities associated with the former power station site located
at 000 Xxxxxxxx Xx., Xxxxxx, XX.

3. Potential Liabilities associated with the Xxxxxx Oil & Refining Company
site in Springfield, Illinois and not arising out of the Generation
Operations at the Facilities.

4. Liabilities associated with the June 15, 2000 Notice of Intent to Pursue
Legal Action ("NOI") from the Illinois Environmental Protection Agency
regarding alleged permit violations pertaining to the continuous emissions
monitoring system at the Indian Trails Facility.

5. The potential Liabilities associated with the past, present and future
compliance with all federal, state and local requirements related to the
off-site disposal of materials from any of the Retained Assets or Retained
Contracts.

6. The potential Liabilities and closure obligations associated with closure
of an ash pond at the X.X. Xxxxxxx Power Station.

7. The potential Liabilities associated with groundwater exceedances at the
X.X. Xxxxxxx Power Station.

8. The potential Liabilities associated with an alleged discharge of asbestos
into the Illinois River during the demolition of the X.X. Xxxxxxx Power
Station.

9. The potential Liabilities associated with asbestos abatement relating to
the December 1995 implosion of one of the buildings at the X.X. Xxxxxxx
Power Station.

10. Potential Liabilities associated with the April 23, 2001 Noncompliance
Advisories from the Illinois Environmental Protection Agency ("IEPA") for
the Xxxxxxx Diesel Generators Facility (Lifetime Operating Permit No.
00010058) and the Kickapoo Diesel Generators Facility (Lifetime Operating
Permit No. 00010059).

11. Potential Liabilities associated with a March 10, 1998 Notice of Violation
issued by the IEPA to CILCO with respect to its operation of a cogeneration
facility located in Pekin, Illinois (i.e., the Indian Trails Facility) that
is associated with Midwest Grain Products Co.

12. Potential Liabilities associated with past, present and future compliance
with federal, state and local statutory, regulatory and permit requirements
for the Lincoln Gas Storage Field, the Springfield Service Center, the
Indian Trails Facility and the X.X. Xxxxxxx Power Station, including
without limitation, the requirements in the following permits:

(a) Indian Trails Facility Operating Permit No. 94010076, issued by the
IEPA on September 22, 1999, expiring March 17, 2002;

(b) Lifetime Operating Permit #00010058 for Diesel Generators issued by
the IEPA on April 19, 2000, expiring 180 days after the IEPA sends a
written request for renewal;

(d) 8/24/00 IEPA Certification of Closure for the X.X. Xxxxxxx Power
Station;

(e) Permit No. 1992-004-DE/OP; Supplemental Permit No. 1999-151-SP for
modification of existing landfill for the X.X. Xxxxxxx Power Station;
and

(f) Lifetime Operating Permit #00010059 for Diesel Generators issued by
the IEPA on April 19, 2000, expiring 180 days after the IEPA sends a
written request for renewal.

SCHEDULE 4.3

CONSENTS

1. Consent of ISG Resources, Inc. for assignment of Marketing and Management
Agreement dated 12/6/00.

2. Consent of IKON Office Solutions, Inc. for assignment of Maintenance and
Connectivity Support Agreement dated 2/1/01.

3. Consent of IKON Office Solutions, Inc. for assignment of Maintenance
Agreement (undated).

4. Consent of Environmental Systems Corporation for assignment of Software
License and Non-Disclosure Agreement dated 12/29/99.

5. Consent of Project Software & Development, Inc. for assignment of Software
License Agreement dated 3/17/00.

6. Consent of Qwest Communications Corporation for assignment of Guaranteed
Term Agreement dated 6/21/00.

7. Consent of Union Pacific Railroad Company for assignment of Confidential
Rail Transportation Contract dated 1/1/00.

8. Consent of Lurgi Lentjes North America for assignment of Catalytic Reactor
System at Xxxxxxx facility dated July 2001.

9. Consent of Lurgi Lentjes North America for assignment of Catalytic Reactor
System at Duck Creek facility dated May 2002.

10. Consent of Xxxxxxx ESE for assignment of Professional Services Agreement
and Environmental Compliance Services Work Order dated 1/4/02.

11. Consent of Chicago and Northwestern Transportation Company for assignment
of license agreement covering license # 98604, file 28-387 dated October
10, 1983.

12. Consent of Peoria and Pekin Union Railway Company for assignment of license
agreement dated August 15, 1983.

13. Consent of Toledo, Peoria & Western Railroad for assignment of license
agreement # 6393 dated September 1, 1983.

14. Approval of the Federal Energy Regulatory Commission for the following
items:

a. Authorization to implement corporate restructuring and to transfer
jurisdictional assets.

b. Approval of market based rate authority for AERG.

c. Waiver of Commission's interaffiliate power sales transmission pricing
rules and code of conduct rules.

d. Acceptance of AERG's revised market based rate tariff.

e. Approval of form Power Supply Agreement.

f. Approval of interconnection agreement between CILCO and AERG.

g. Waiver of requirements under FERC Orders 888 and 889.

h. Determination of exempt wholesale generator status.

SCHEDULE 6.2

EMPLOYEES

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