BETWEEN

EXHIBIT B-6

ASSET TRANSFER AGREEMENT
KINMUNDY GENERATION STATION

BETWEEN

AMEREN ENERGY GENERATING COMPANY

AND

UNION ELECTRIC COMPANY

DATED AS OF _________ 1, 2003

TABLE OF CONTENTS

PAGE

ARTICLE I. TRANSFER OF ASSETS..............................................1

1.1. Transfer of Assets...................................................1

(a) Inventory.......................................................1

(b) Fixed Assets....................................................1

(d) Leased Property.................................................2

(e) Intellectual Property Rights....................................2

(f) Business Records................................................2

(g) Contracts.......................................................2

(h) Permits.........................................................2

(i) Insurance.......................................................2

(j) Rolling Stock and Vehicles......................................3

(k) Miscellaneous...................................................3

1.2. Retained Assets......................................................3

(a) Designated Assets...............................................3

(b) Non-Assigned Contracts..........................................3

(d) Corporate Records...............................................3

1.3. Assignability and Consents...........................................3

(a) Required Consents...............................................4

(b) Nonassignable Items.............................................4

ARTICLE II. LIABILITIES.....................................................4

2.1. Assumption of Liabilities............................................4

(a) Balance Sheet...................................................4

(b) Trade Payables..................................................5

(d) Employee Matters................................................5

(e) Liabilities and Obligations.....................................5

2.2. Retained Liabilities.................................................5

(a) Pre-Closing.....................................................5

(b) Liabilities Relating to the Transfer of Acquired Assets.........5

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TABLE OF CONTENTS
(continued)

PAGE

(d) Litigation......................................................5

(e) Product, Environmental and Safety Liability.....................6

(f) Taxes...........................................................6

(g) Liabilities Relating to Retained Assets.........................6

ARTICLE III. TRANSFER AND EXCHANGE..........................................6

3.1. Payment..............................................................6

3.2. Prorations...........................................................7

ARTICLE IV. CLOSING.........................................................7

4.1. General..............................................................7

4.2. Documents to be Delivered by Transferor..............................7

4.3. Documents and Payment to be Delivered by Transferee..................8

4.4. Post Closing.........................................................9

ARTICLE V. REPRESENTATIONS AND WARRANTIES..................................9

5.1. Representations and Warranties of Transferor.........................9

(a) Organization and Standing; Power and Authority..................9

(b) Conflicts; Defaults.............................................9

(d) Contracts......................................................11

(e) Environmental and Safety Compliance............................11

(f) Approvals......................................................13

(g) Real Property..................................................13

(h) Leases.........................................................13

5.2. Representations and Warranties of Transferee........................14

(a) Organization and Standing; Corporate Power and Authority.......14

(b) Conflicts; Defaults............................................14

ARTICLE VI. CONDITIONS TO CLOSING..........................................14

6.1. Conditions to Transferee's Obligations..............................14

(a) Representations and Warranties.................................14

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TABLE OF CONTENTS
(continued)

PAGE

(b) Covenants......................................................14

(d) No Proceeding or Litigation....................................14

(e) Certificate of Transferor......................................15

(f) Certificate; Documents.........................................15

6.2. Conditions to Transferor's Obligations..............................15

(a) Representations and Warranties.................................15

(b) Covenants......................................................15

(d) No Proceeding or Litigation....................................15

(e) Certificate of Transferee......................................15

(f) Certificates; Documents........................................15

(g) Cash Payment...................................................15

ARTICLE VII. COVENANTS OF TRANSFEROR........................................15

7.1. Conduct of Business.................................................15

ARTICLE VIII. COVENANTS OF TRANSFEREE........................................16

8.1. Maintenance of, and Access to, Records..............................16

8.2. Closing.............................................................16

ARTICLE IX. CERTAIN ADDITIONAL COVENANTS...................................16

9.1. Expenses; Transfer Taxes............................................16

9.2. Bulk Transfer Laws..................................................16

9.3. Regulatory Approvals................................................16

9.4. Employee Matters....................................................16

ARTICLE X. TERMINATION....................................................16

10.1. Termination.........................................................16

(a) Mutual Consent.................................................17

(b) Court Order....................................................17

(d) Transferor's Conditions........................................17

10.2. Effect of Termination...............................................17

ARTICLE XI. INDEMNIFICATION................................................17

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TABLE OF CONTENTS
(continued)

PAGE

11.1. Indemnification by Transferee.......................................17

11.2. Indemnification by Transferor.......................................17

11.3. Notice of Claim; Right to Participate in and Defend
Third Party Claim...................................................17

11.4. Time Limitations on Claims for Indemnification......................19

ARTICLE XII. MISCELLANEOUS..................................................9

12.1. Amendments..........................................................19

12.2. Entire Agreement....................................................19

12.3. Governing Law.......................................................19

12.4. Notices.............................................................19

12.5. Counterparts........................................................19

12.6. Assignment..........................................................19

12.7. Waivers.............................................................19

12.8. Third Parties.......................................................20

12.9. Schedules, Addenda and Exhibits.....................................20

12.10. Headings............................................................20

12.11. Certain Definitions.................................................20

12.12. Remedies Not Exclusive..............................................20

12.13. Gender and Number...................................................20

SCHEDULES

Schedule 1.1(b) (Fixed Assets)
Schedule 1.1(c) (Real Estate)
Schedule 1.1(e) (Intellectual Property)
Schedule 1.1(j) (Rolling Stock and Vehicles)
Schedule 1.2(a) (Retained Property)
Schedule 1.2(b) (Non-Assigned Contracts)
Schedule 1.3(a) (Required Consents)
Schedule 2.1(a) (Assumed Indebtedness)
Schedule 3.1 (Transferee Note)
Schedule 4.2(f) (Existing Indebtedness to be Discharged by Closing)
Schedule 5.1(c) (Title to the Acquired Assets)
Schedule 5.1(d) (Contracts)
Schedule 5.1(e) (Environmental Matters)

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ASSET TRANSFER AGREEMENT
------------------------

THIS ASSET TRANSFER AGREEMENT (this "Agreement") dated as of ___________ l,
2003 between Ameren Energy Generating Company, an Illinois corporation
("Transferor") and Union Electric Company, a Missouri corporation d/b/a AmerenUE
("Transferee").

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

WHEREAS, Transferor operates plants and related facilities for the
generation of electricity which is sold at wholesale through AmerenEnergy
Marketing Company ("AEM") and AmerenEnergy, Inc. ("AmerenEnergy"); and

WHEREAS, Transferor desires to transfer to Transferee all of its right,
title and interest in and to its gas-fired electric generating station located
in Kinmundy, Illinois and located on the real estate described under "Fee
Property - Kinmundy" on Schedule 1.1(c) (Real Estate) (the "Plant"); and

WHEREAS, Transferee desires to acquire the Plant from Transferor, upon the
terms and subject to the conditions hereinafter set forth, in exchange for the
cash purchase price described herein and the assumption by Transferee of certain
liabilities and obligations of Transferor specifically disclosed in this
Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained and other good and valuable consideration had and
received, Transferee and Transferor, on the basis of, and in reliance upon, the
representations, warranties, covenants, obligations and agreements set forth in
this Agreement, and upon the terms and subject to the conditions contained
herein, hereby agree as follows:

ARTICLE I. TRANSFER OF ASSETS

1.1. Transfer of Assets. At the Closing (as defined in Section 4.1),
Transferee shall acquire from Transferor, and Transferor shall transfer, convey,
assign, contribute and deliver to Transferee, all of the assets, properties,
rights and interests owned, used, occupied or held by or for the benefit of
Transferor in the operation of the Plant wherever situated, as the same shall
exist as of the Closing Date, including, without limitation, the following.

(a) Inventory. All inventories of products, work-in-process, finished
goods, raw materials, coal, oil, gas and other fuel supplies and parts relating
to the Plant (collectively, "Inventory" or "Inventories"), including, without
limitation, all Inventories located at the facilities listed on Schedule 1.1(c)
(Real Estate).

(b) Fixed Assets. All tangible personal property, plant and equipment
including, without limitation, buildings, structures, generators, turbines, gas
supply pipelines and equipment, fixtures, machinery and equipment, maintenance
machinery and equipment, vehicles and rolling stock, office furniture and office
equipment, other furnishings, leasehold improvements and construction-in-

process, and all tangible personal property set forth on Schedule 1.1(b) (Fixed
Assets) (collectively, the "Fixed Assets").

(c) Real Property. All real property rights and interests of any kind
whatsoever owned by Transferor and relating to the Plant, including the rights
and interests identified under the heading "Fee Property" on Schedule 1.1(c)
(Real Estate), which consist of: (i) the land more particularly described under
such heading, which descriptions are incorporated herein by reference, (ii) any
easements or other interests in real property necessary for the operation of the
Plant including those described under the heading "Easements" on Schedule 1.1(c)
(Real Estate), (iii) all buildings, structures, and leasehold improvements
located thereon and all appurtenances relating thereto, and (iv) all fixtures,
machinery, apparatus or equipment affixed to said premises, including, without
limitation, all of the electrical, heating, plumbing, air conditioning, air
compression and all other systems located on said premises, and all other
structures, fences and improvements (collectively, the "Fee Property").

(d) Leased Property. All rights and interests under the lease or
license agreements (the "Lease Agreements") more particularly described under
the heading "Leased Property" on Schedule 1.1(c) (Real Estate) attached hereto,
which descriptions are incorporated herein by reference (the premises subject to
the Lease Agreements being hereinafter collectively referred to as the "Leased
Property").

(e) Intellectual Property Rights. Any and all intellectual property
owned or possessed by Transferor and related to the Plant including without
limitation, copyrights, trade secrets, trademarks and patents and identified on
Schedule 1.1(e).

(f) Business Records. All books and records relating to the Plant,
including, without limitation, all files, invoices, forms, accounts,
correspondence, production records, technical, accounting, manufacturing and
procedural manuals, employment records, studies, reports or summaries relating
to any Environmental Requirements (as defined in Section 5.1(e)), and other
books and records relating to the operation of any of the Acquired Assets (as
defined in this Section 1.1) or other assets or properties associated with the
Plant, and any confidential information which has been reduced to writing or
other tangible medium relating to or arising out of the Plant (collectively, the
"Business Records").

(g) Contracts. Subject to Section 1.2(b) and 1.3, all rights, benefits
and interests of Transferor in and to all licenses, leases, contracts,
agreements, commitments and undertakings relating to the Plant including without
limitation those listed on Schedule 5.1(d).

(h) Permits. All licenses, permits, approvals, variances, waivers or
consents (collectively, the "Permits"), to the extent transferable, issued by
any United States, state or local governmental entity or municipality or
subdivision thereof or any authority, department, commission, board, bureau,
agency, court or instrumentality (collectively, "Governmental Authorities") and
used in or necessary to the operation of the Plant.

(i) Insurance. All rights, claims and benefits of Transferor in, to or
under all insurance policies maintained by Transferor solely for the Plant or
the Acquired Assets.

(j) Rolling Stock and Vehicles. All vehicles and rolling stock used in
the Plant and included as part of Fixed Assets and as more particularly
described in Schedule 1.1(j) "Rolling Stock and Vehicles."

(k) Miscellaneous. Except for the Retained Assets (as defined in
Section 1.2), all other assets, properties, rights and interests of Transferor
otherwise employed in or related to the operation of the Plant, of every kind,
nature and description, whether tangible or intangible, real, personal or mixed,
and wherever situated all of which are to be transferred, conveyed, assigned,
contributed and delivered to Transferee at the Closing pursuant to this
Agreement.

All of the assets, properties, rights and interests owned, used, occupied or
held by or for the benefit of the Transferor in the operation of the Plant,
which are to be sold, transferred, conveyed, assigned and delivered by
Transferor to Transferee at the Closing as contemplated herein, including
without limitation, those described in clauses (a) through (k) above, but
excluding the Retained Assets, are referred to herein collectively as the
"Acquired Assets."

1.2. Retained Assets. Anything in Section 1.1 to the contrary
notwithstanding, the following assets (collectively, the "Retained Assets")
shall be retained by Transferor, and Transferee shall in no way be construed to
have acquired (or to be obligated to acquire) any interest whatsoever in any of
the following.

(a) Designated Assets. Any of the assets, properties, rights and/or
interests, owned, used, occupied or held by or for the benefit of Transferor in
the operation of the Plant that are identified on Schedule 1.2(a) (Retained
Property) (collectively, the "Designated Assets").

(b) Non-Assigned Contracts. All of the rights and interests, and all
of the liabilities and obligations, of Transferor in, under or pursuant to any
license, lease, contract, agreement, commitment or undertaking entered into in
connection with, or otherwise relating to, the Plant, that are identified on
Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the "Non-Assigned
Contracts").

(c) Employee Plan Assets. The rights of Transferor or its parent,
Ameren Corporation ("Parent") under, and any funds and property held in trust or
any other funding vehicle pursuant to, any "employee benefit plan" (within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")) or any other bonus, stock option, stock appreciation,
stock purchase, severance, termination, lay-off, leave of absence, disability,
workers' compensation, pension, profit sharing, retirement, vacation or holiday
pay, insurance, deferred compensation or other employee or welfare benefit plan,
agreement or arrangement of Transferor or Parent applicable to past, present or
future employees employed in connection with the Plant (collectively, "Employee
Plans").

(d) Corporate Records. Transferor's minute books, stock books, stock
ledger and corporate seal and all other books and records relating to business
of the Transferor other than the Plant.

1.3. Assignability and Consents.

(a) Required Consents. Schedule 1.3(a) (Required Consents) sets forth,
under the heading "Assignability and Consents," a list of all Acquired Assets,
including Contracts, Permits and Lease Agreements (but excluding leases of
office equipment involving future payments of less than $500,000 in the
aggregate), which are non-assignable or non-transferable or cannot be subleased
to Transferee without the consent of some other individual, partnership,
corporation, association, joint stock company, trust, joint venture, limited
liability company or Governmental Authority (collectively, "Person"). Schedule
1.3(a) (Required Consents) sets forth, under the heading "Regulatory Approvals,"
a list of all necessary approvals of any Governmental Authority whose approval
is required for the transactions contemplated by this Agreement. Transferor and
Transferee have each commenced and shall continue to take, or cause to be taken
by others, all necessary actions required to obtain or satisfy, at the earliest
practicable date, all consents, novations, approvals, authorizations,
requirements (including filing and registration requirements), waivers and
agreements ("Consents") from any Persons necessary to authorize, approve or
permit the full and complete conveyance, assignment, sublease or transfer of the
Acquired Assets, and to consummate and make effective the transactions
contemplated by this Agreement and to continue such efforts as may be required
after the Closing Date to facilitate the full and expeditious transfer of legal
title, or the sublease, as the case may be, of the Acquired Assets.

(b) Nonassignable Items. Anything in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an Agreement to sell,
convey, assign, sublease or transfer any Acquired Assets, including Contracts,
Permits and Lease Agreements, if an attempted conveyance, assignment, sublease
or transfer thereof, without the Consent of another party thereto or a
Governmental Authority would constitute a breach of, or in any way affect the
rights of Transferor or Transferee with respect to such Acquired Asset
("Nonassignable Items"). Transferor shall use its best efforts and Transferee
shall cooperate in all reasonable respects with Transferor to obtain and satisfy
all Consents and to resolve all impracticalities of conveyance, assignment,
sublease or transfer necessary to convey to Transferee all Nonassignable Items.

ARTICLE II. LIABILITIES

2.1. Assumption of Liabilities. On the terms and subject to the conditions
set forth in this Agreement, Transferee shall assume, at the Closing and
effective as of the Closing Date, and shall thereafter pay, perform and
discharge as and when due the following, and only the following, liabilities and
obligations of Transferor (collectively, the "Assumed Liabilities").

(a) Balance Sheet. All liabilities and obligations of Transferor as
set forth on the unaudited balance sheet (the "Closing Date Balance Sheet")
relating to the Plant prepared by Transferor as of the Closing Date, including
without limitation the assumed indebtedness identified on Schedule 2.1(a)
(Assumed Indebtedness), less payments thereon or discharges thereof prior to the
Closing Date. An estimate of the liabilities and obligations shall be prepared
for purposes of Section 4.3 as of a date not more than 60 days prior to the
Closing Date (the "Estimated Balance Sheet Date"). The actual liabilities and
obligations assumed shall be as shown on the Closing Date Balance Sheet prepared
as provided in Section 4.4(a).

(b) Trade Payables. All liabilities and obligations of Transferor
relating to the Plant that constitute trade payables due to suppliers as payment
for Inventory included in the Acquired Assets and incurred by Transferor in the
ordinary and normal course of business at the Closing Date (in transactions in
the ordinary and normal course) and consistent with past practice and the
representations, warranties, covenants, obligations and agreements set forth in
this Agreement ("Trade Payables").

(c) Contracts. All liabilities and obligations of Transferor arising
under the terms of the Contracts other than contracts that constitute
Non-Assigned Contracts (the "Assumed Contracts") but only to the extent such
liabilities and obligations arise or accrue after the Closing Date in the
ordinary and normal course and consistent with the representations, warranties,
covenants, obligations and agreements set forth in this Agreement; provided,
however, that Transferee shall not assume or be responsible for any such
liabilities or obligations which arise from breaches thereof or defaults
thereunder by Transferor, all of which liabilities and obligations shall
constitute Retained Liabilities (as defined in Section 2.2).

(d) Employee Matters. Transferor represents that there are no
employees of Transferor or any Ameren affiliate employed at the Plant.

(e) Liabilities and Obligations. All liabilities and obligations of
Transferor relating to environmental permits, variances or orders issued by
local, state or federal governmental authorities as identified on Schedule
5.1(e).

2.2. Retained Liabilities. Except as provided in Section 2.1, Transferor
shall retain, and Transferee shall not assume, or be responsible for or liable
with respect to, any liabilities or obligations of, Transferor, or otherwise
relating to the Plant, whether or not of, associated with, or arising from, any
of the Acquired Assets, and whether fixed, contingent or otherwise, known or
unknown (collectively referred to hereinafter as the "Retained Liabilities"),
including, without limitation, the following.

(a) Pre-Closing. All liabilities and obligations relating to, based in
whole or in part on events or conditions occurring or existing in connection
with, or arising out of, the Plant as operated prior to the Closing Date, or the
ownership, possession, use, operation or other disposition prior to the Closing
Date of any of the Acquired Assets (or any other assets, properties, rights or
interests associated, at any time prior to the Closing Date, with the Plant).

(b) Liabilities Relating to the Transfer of Acquired Assets. All
liabilities and obligations of Transferor or any of its Affiliates (as defined
in Section 12.11) except Transferee, or their respective directors, officers,
shareholders or agents, arising out of, or relating to, this Agreement or the
transactions contemplated hereby, whether incurred prior to, at, or subsequent
to the Closing Date.

(c) Employee-Related Liabilities. Transferor represents that there are
no employees of Transferor or any Ameren affiliate employed at the Plant.

(d) Litigation. All liabilities and obligations relating to any
litigation, action, suit, claim, notice of violation, investigation, inquiry or
proceeding (collectively "Claims") pending on the date hereof, or instituted
hereafter, based in whole or in part on events or conditions occurring or

existing in connection with, or arising out of, or otherwise relating to, the
Plant as operated by Transferor or any of its Affiliates (or any of their
respective predecessors-in-interest) except Transferee, or the ownership,
possession, use, operation, sale or other disposition prior to the Closing Date
of any of the Acquired Assets (or any other assets, properties, rights or
interests associated, at any time prior to the Closing Date, with the Plant).

(e) Product, Environmental and Safety Liability. All liabilities and
obligations relating to the Plant or the Acquired Assets (or any other assets,
properties, rights or interests associated, at any time prior to the Closing
Date, with the Plant or the Acquired Assets), based in whole or in part on
events or conditions occurring or existing prior to the Closing Date and
connected with, arising out of or relating to (i) any dispute for services
rendered or goods manufactured, including, without limitation, product warranty
Claims and product liability Claims, and Claims for refunds, returns, personal
injury and property damage, (ii) Hazardous Materials, Environmental Requirements
or Environmental Damages (all as defined in Section 5.1(e)), (iii) Claims
relating to employee health and safety, including Claims for injury, sickness,
disease or death of any Person, or (iv) compliance with any Laws relating to any
of the foregoing. For purposes of this Agreement, the term "Laws" shall mean any
statutes, laws, rules, regulations, orders, ordinances, codes and decrees of
Governmental Authorities.

(f) Taxes. All liabilities and obligations of Transferor or any of its
Affiliates other than Transferee (or any of their respective
predecessors-in-interest) for any Taxes (as hereinafter defined) due or becoming
due by reason of (i) the conduct of the Plant, or (ii) the ownership,
possession, use, operation, purchase, acquisition, sale or disposition, of any
of the Acquired Assets, including, without limitation, (i) Taxes attributable to
the sale of electricity and employee withholding tax obligations; (ii) Taxes
imposed on, or accruing as a result of the transfer of the Acquired Assets; and
(iii) Taxes attributable to, or resulting from, recapture of depreciation, other
tax benefit items, or otherwise arising from the transactions contemplated by
this Agreement. For purposes of this Agreement, the term "Tax" or "Taxes" means
all net income, gross income, gross receipts, sales, use, ad valorem, personal
property, real property, transfer, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property or
windfall profits, taxes, customs duties or other taxes, fees, assessments or
charges of any kind whatsoever, including without limitation, any assessment
which Transferor may have had the option to pay in installment payments over a
period of time which extends beyond the Closing Date, together with any interest
and any penalties, additions to tax or additional amounts imposed by any taxing
authority (domestic or foreign). Notwithstanding anything to the contrary in
this Section 2.2(f), all real estate property transfer taxes shall be paid by
Transferor as provided in Section 9.1 hereof.

(g) Liabilities Relating to Retained Assets. All liabilities and
obligations relating to, based in whole or in part on events or conditions
occurring or existing in connection with, or arising out of, any and all assets,
properties, rights and interests which are not being acquired by Transferee
hereunder, including, without limitation, the Retained Assets.

ARTICLE III. TRANSFER AND EXCHANGE

3.1. Payment. In full consideration for the transfer of the Acquired
Assets, but subject to the adjustment, if any, required by Section 3.2, at the
Closing, Transferee shall deliver to Transferor cash in the amount equal to the

Net Book Value of the Acquired Assets (the "Cash Payment") in immediately
available funds transferred to a bank account of Transferor in accordance with
instructions delivered to Transferee not later than the business day prior to
the Closing, subject to adjustment as provided in Section 4.6(c). Net Book Value
shall be calculated as provided in Section 4.3(c).

3.2. Prorations.

(a) Transferor and Transferee shall prorate, as of the Closing Date,
all real estate taxes payable with respect to the Fee Property (but not
including any current assessments against the Fee Property which Transferor is
required to have paid in full prior to the Closing Date as provided under
Section 2.2(f) herein).

(b) Transferee and Transferor shall use their reasonable best efforts
to calculate all prorations. The credit that Transferee is entitled to receive
from Transferor for the unpaid portion (as of the Closing Date) of the 2002 real
estate taxes shall be referred to herein as the "2002 Real Estate Tax Credit",
and the credit that Transferee is entitled to receive from Transferor for the
2003 real estate taxes owed for the period during which Transferor owned the Fee
Property during the year 2003 shall be referred to herein as the "2003 Real
Estate Tax Credit".

ARTICLE IV. CLOSING

4.1. General. As used in this Agreement, the "Closing" shall mean the time
at which Transferor consummates the assignment, transfer and delivery of the
Acquired Assets to Transferee as provided herein by the execution and delivery
by Transferor of the documents and instruments referred to in Section 4.2
against delivery by Transferee of the documents and payments provided in
Sections 3.1 and 4.3. In the absence of a prior termination of this Agreement by
one of the parties in accordance with Article X, the Closing shall take place at
the offices of Ameren Corporation, One Ameren Plaza, 0000 Xxxxxxxx Xxxxxx, Xx.
Xxxxx, Xxxxxxxx at 8:00 A.M. on ____________________, or at such other time and
place and on such other day as shall be mutually agreed upon in writing by the
parties hereto (the "Closing Date"). Legal title, equitable title and risk of
loss with respect to the Acquired Assets shall not pass to Transferee until the
Acquired Assets are transferred at the Closing, which transfer, once it has
occurred, shall be deemed effective for tax, accounting and other computational
purposes as of the Closing Date.

4.2. Documents to be Delivered by Transferor. At the Closing, Transferor
shall deliver to Transferee.

(a) Copies of the resolutions of the Boards of Directors of Transferor
authorizing and approving this Agreement and all other transactions and
agreements contemplated hereby certified by the respective corporate Secretaries
or Assistant Secretaries of Transferor and Parent to be true, correct, complete
and in full force and effect and unmodified as of the Closing Date.

(b) An instrument transferring the Acquired Assets to Transferee, free
and clear of any and all liens, equities, Claims, prior assignments, mortgages,
charges, security interests, pledges, conditional sales contracts, collateral

security arrangements and other title retention arrangements, restrictions
(including, in the case of real property, rights of way, use restrictions, and
other variances, reservations or limitations of any nature) or encumbrances
whatsoever (collectively, "Liens") other than Permitted Liens.

(c) Copies of all Consents to the transfer, assignment or sublease to
Transferee of each Acquired Asset that requires such Consent, including, without
limitation, orders or approvals of each Governmental Authority required as shown
on Schedule 1.3(a) under the heading "Regulatory Approvals".

(d) The Officer's Certificate (as defined in Section 6.1(e)) required
by Section 6.1(e).

(e) Special Warranty Deeds (the "Deed") in recordable form and in form
and substance satisfactory to Transferee conveying the Fee Property to
Transferee, free and clear of all Liens whatsoever except for Permitted Liens
(as defined in Section 5.1(c)).

(f) Releases, including, without limitation, termination statements
under the Uniform Commercial Code of any financing statements filed against any
Acquired Assets, evidencing discharge, removal and termination of all Liens, if
any, to which the Acquired Assets are subject (other than Liens relating to
Assumed Indebtedness identified on Schedule 2.1(a)) in connection with the
indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be
Discharged by Closing) which releases shall be effective at or prior to the
Closing.

(g) FIRPTA Affidavit (a Non-Foreign Person Affidavit as required by
Section 1445 of the Internal Revenue Code of 1986, as amended).

(h) Such other deeds, endorsements, assignments, affidavits, and other
good and sufficient instruments of assignment, conveyance and transfer in form
and substance satisfactory to Transferee, as are required to effectively vest in
Transferee good and marketable title in and to all of the Acquired Assets, free
and clear of any and all Liens other than Permitted Liens.

4.3. Documents and Payment to be Delivered by Transferee. At the Closing,
Transferee shall deliver to Transferor.

(a) A copy of the resolutions of the Board of Directors of Transferee
authorizing and approving this Agreement and all other transactions and
agreements contemplated hereby certified by the Secretary or an Assistant
Secretary of Transferee to be true, correct, complete and in full force and
effect and unmodified as of the Closing Date.

(b) The Officer's Certificate required by Section 6.2(e).

(c) Transferee will pay to Transferor the estimated Cash Payment based
on Net Book Value as of the Estimated Balance Sheet Date, which shall be the
book value minus accumulated depreciation of the Transferred Assets as of the
Estimated Balance Sheet Date determined in accordance with Generally Accepted
Accounting Principles.

(d) An instrument of assumption of the Assumed Liabilities.

4.4. Post Closing.

(a) Within 90 days after the Closing Date, Transferor shall deliver to
Transferee a final Closing Date Balance Sheet.

(b) Transferee shall calculate the 2002 Real Estate Tax Credit and the
2003 Real Estate Tax Credit promptly after the relevant tax bills have been
received and shall deliver such calculation to Transferor.

(c) Promptly upon calculation of the real estate credits referred to
in Section 3.2(b), Transferor shall pay to Transferee the 2002 Real Estate Tax
Credit and the 2003 Real Estate Tax Credit. If the Closing Date Balance Sheet
shows that the estimated Cash Payment paid on the Closing Date was more or less
than the actual Cash Payment calculated based on the Closing Date Balance Sheet,
the appropriate payment will be made promptly from Transferor to Transferee or
vice versa. Payments due to or from the parties under this Section 4.6(c) may be
offset against each other.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties of Transferor. Subject only to those
exceptions and qualifications listed and described (including an identification
by section reference to the representations and warranties to which such
exceptions and qualifications relate) on the disclosure schedules attached to
this Agreement, Transferor hereby represents and warrants to Transferee as
follows.

(a) Organization and Standing; Power and Authority. Transferor is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Illinois, and has full corporate power and authority to operate
the Plant, to own or lease the Acquired Assets, and to enter into and perform
this Agreement and the transactions and other agreements and instruments
contemplated by this Agreement. This Agreement and all other agreements and
instruments executed and delivered or to be executed and delivered by Transferor
in connection herewith (collectively, the "Transaction Documents") have been, or
upon execution thereof will be, duly executed and delivered by Transferor, as
the case may be. This Agreement and the transactions and other agreements and
instruments contemplated hereby have been duly approved by the board of
directors of Transferor and constitute the valid and binding obligations of
Transferor, enforceable in accordance with their respective terms.

(b) Conflicts; Defaults. Neither the execution and delivery of this
Agreement and the other agreements and instruments executed or to be executed in
connection herewith by Transferor, nor the performance by Transferor of the
transactions contemplated hereby or thereby, will (i) violate, conflict with, or
constitute a default under, any of the terms of Transferor's Articles of
Incorporation or By-Laws, or any provisions of, or result in the acceleration of
any obligation under, any contract, sales commitment, license, purchase order,
security agreement, mortgage, note, deed, lien, lease, agreement or instrument,
including, without limitation, the Contracts, or any order, judgment or decree,
relating to the Plant or the Acquired Assets, or by which Transferor or the
Acquired Assets are bound, (ii) result in the creation or imposition of any

Liens or Claims in favor of any third Person or entity upon any of the Acquired
Assets, (iii) violate any law, statute, judgment, decree, order, rule or
regulation of any Governmental Authority, (iv) constitute an event which, after
notice or lapse of time or both, would result in such violation, conflict,
default, acceleration, or creation or imposition of Liens or Claims, (v)
constitute an event which, after notice or lapse of time or otherwise would
create, or cause to be exercisable or enforceable, any option, agreement or
right of any kind to purchase any of the Acquired Assets. Except as set forth on
Schedule 5.1(d), no consent, novation, approval, filing or authorization will be
required to be obtained or satisfied for the continued performance by Transferee
following the Closing of any contract, agreement, commitment or undertaking
included in the Acquired Assets. Transferor is not in violation of or in default
under its Articles of Incorporation or Bylaws, or any provision of any contract,
sales commitment, license, purchase order, security agreement, mortgage, note,
deed, lien, lease, agreement or instrument, including without limitation, the
Contracts, or any order, judgment or decree, relating to the Plant or the
Acquired Assets, or by which Transferor or the Acquired Assets is bound, or in
the payment of any of Transferor's monetary obligations or debts relating to the
Plant, and there exists no condition or event which, after notice or lapse of
time or both, would result in any such violation or default.

(c) Acquired Assets; Title to the Acquired Assets. Except for the
Retained Assets, the Acquired Assets are the only assets, properties, rights and
interests used by Transferor in connection with the Plant. The Acquired Assets
to be conveyed to Transferee under this Agreement constitute all of the assets,
properties, rights and interests necessary to operate the Plant in substantially
the same manner as operated by Transferor prior to the date of this Agreement.
Transferor has good, marketable and exclusive title to, and the valid and
enforceable power and unqualified right to use and transfer to Transferee, each
of the Acquired Assets, and the Acquired Assets are free and clear of all Liens
and Claims of any kind or nature whatsoever, except for Permitted Liens. The
consummation of the transactions contemplated by this Agreement (including,
without limitation, the transfer or assignment of the Acquired Assets, and all
rights and interests therein, to Transferee as contemplated herein) will not
adversely affect such title or rights, or any terms of the applicable agreements
(whether written or oral) evidencing, creating or granting such title or rights.
None of the Acquired Assets are subject to, or held under, any lease, mortgage,
security agreement, conditional sales contract or other title retention
agreement, or are other than in the sole possession and under the sole control
of Transferor except as described on Schedule 5.1(c) (Title to the Acquired
Assets). Transferor has the right under valid and existing leases to occupy, use
or control all properties and assets leased by it and included in the Acquired
Assets. The delivery to Transferee of the instruments of transfer of ownership
contemplated by this Agreement will vest good, marketable and exclusive title
(as to all Acquired Assets owned by Transferor) or full right to possess and use
(as to all Acquired Assets not owned by Transferor) to the Acquired Assets in
Transferee, free and clear of all Liens and Claims of any kind or nature
whatsoever, except for (i) current real estate Taxes or governmental charges or
levies which are a Lien but not yet due and payable, (ii) Liens disclosed as
securing specified liabilities on the Closing Date Balance Sheet with respect to
which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the
Acquired Assets), under the heading "Liens," and (iv) minor imperfections of
title, if any, none of which are substantial in amount, or materially detract
from the value or impair the use of the property subject thereto or the
operation of the Plant and which have arisen only in the ordinary and normal

course of business consistent with past practice (the Liens described in clauses
(i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted
Liens").

(d) Contracts. Schedule 5.1(d) (Contracts) contains a complete list or
description of each material license, contract, agreement, commitment and
undertaking relating to the Plant or to which Transferor is a party
(collectively referred to as the "Contracts").

(e) Environmental and Safety Compliance.

(i) General. Transferee agrees that, except as expressly
contained in this Agreement, no representations by or on behalf of
Transferor have been made as to the condition of the Real Property and
Fixed Assets, any restrictions related to the development of the Real
Property and Fixed Assets, the applicability of any governmental
requirements pertaining to the Real Property and Fixed Assets, or the
suitability of the Real Property and Fixed Assets for any purpose
whatsoever. Transferor agrees to assign, transfer or otherwise convey
all environmental permits and licenses to Transferee and to take all
necessary steps with the appropriate governmental authorities to
effectuate such transfers. A list of all applicable permits are set
forth on Schedule 5.1(e) (Environmental Matters).

(ii) Definitions.

(A) For purposes of this Agreement, the term "Hazardous Material"
means any substance:

(1) the presence of which requires investigation or remediation
under any federal, state or local statute, regulation,
ordinance, order, action, policy or common law; or

(2) which is or has been identified as a potential "hazardous
waste," "hazardous substance," pollutant or contaminant
under any federal, applicable state or local statute,
regulation, rule or ordinance or amendments thereto
including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42
U.S.C.ss.ss.9601 et seq.) and/or the Resource Conservation
and Recovery Act (42 U.S.C.ss.ss.6901 et seq.); or

(3) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, reactive, or otherwise
hazardous and has been identified as regulated by any
Governmental Authority.

(B) For purposes of this Agreement, the term "Environmental
Requirements" means all applicable Laws, Permits and similar
items of all Governmental Authorities and all applicable
judicial, administrative, and regulatory judgments, decrees,
orders, writs or injunctions relating to the protection of human
health or the environment, including, without limitation:

(1) All requirements pertaining to reporting, licensing,
permitting, investigation, and remediation of emissions,
discharges, releases, or threatened releases of Hazardous
Materials;

(2) All requirements pertaining to the protection of the health
and safety of employees or the public; and

(3) All other limitations, restrictions, conditions, standards,
prohibitions, obligations, schedules and timetables
contained therein or in any notice or demand letter issued,
entered, promulgated or approved thereunder.

(C) For purposes of this Agreement, the term "Environmental Damages"
means any and all Liabilities (as defined in Section 11.1) which
are incurred at any time as a result of the existence prior to
Closing of Hazardous Material upon, about, beneath the Property
or migrating or threatening to migrate to or from the Property,
or the existence of a violation of Environmental Requirements
pertaining to the Property, regardless of whether the existence
of such Hazardous Material or the violation of Environmental
Requirements arose prior to the present ownership or operation of
the Property, and including without limitation:

(1) Damages for personal injury, or injury to property or
natural resources occurring upon or off of the Property,
foreseeable or unforeseeable, including, without limitation,
lost profits, consequential damages, the cost of demolition
and rebuilding of any improvements on real property,
interest and penalties;

(2) Fees incurred for the services of attorneys, consultants,
contractors, experts, laboratories and all other costs
incurred in connection with the investigation or remediation
of such Hazardous Materials or violation of Environmental
Requirements including, but not limited to, the preparation
of any feasibility studies or reports or the performance of
any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work
required by any Governmental Authority, or reasonably
necessary to make full economic use of the Property or any
other property in a manner consistent with its intended use
or otherwise expended in connection with such conditions,
and including without limitation any attorneys' fees, costs
and expenses incurred in enforcing this Agreement or
collecting any sums due hereunder;

(3) Liability to any third Person or Governmental Authority to
indemnify such Person or Governmental Authority for costs
expended in connection with the items referenced in
subparagraph (iii) of Section 11.2(b); and

(4) Diminution of the value of the Property, and damages for the
loss of business and restriction on the use of or adverse
impact on the marketing of rentable or usable space or of
any amenity of the Property.

(f) Approvals. Schedule 1.3(a) (Required Consents) sets forth a list
of all Consents, which must be obtained or satisfied by Transferor for the
consummation of the transactions contemplated by this Agreement, including,
without limitation, all Consents, which must be obtained pursuant to Section
1.3(a). All Consents prescribed by any Law, or any contract, agreement,
commitment or undertaking, and which must be obtained or satisfied by Transferor
for the consummation of the transactions contemplated by this Agreement, or for
the continued performance by them of their rights and obligations thereunder,
have been, or shall by the Closing have been, made, obtained and satisfied.

(g) Real Property. Schedule 1.1(c) entitled "Real Estate" attached
hereto contains a true, correct and complete list of all instruments and
agreements creating any interest or right in real property relating to the
Plant, or owned, leased or occupied by Transferor (including all easements,
buildings, structures, fixtures and improvements). True, correct and complete
copies of the instruments and agreements identified in such Schedule 1.1(c) have
been delivered to Transferee. Each such instrument and agreement is in full
force and effect and is a legal, binding, and enforceable obligation of the
parties thereto and no event has occurred which constitutes or, with the giving
of notice or passage of time, or both, would constitute a default or breach
thereunder. Transferor has the right to quiet enjoyment of all real property
subject to leaseholds under any such instruments, for the full term of each such
lease and any renewal option related thereto. There has been no disturbance of
or challenge to the Transferor's quiet possession under each such lease, and no
leasehold or other interest of Transferor in such real property is subject to or
subordinate to any Liens except Permitted Liens. Neither the whole nor any
portion of any real property leased or occupied by Transferor has been
condemned, requisitioned or otherwise taken by any Governmental Authority, and,
to the best of Transferor's knowledge, no such condemnation, requisition or
taking is threatened or contemplated. All buildings, structures, fixtures and
appurtenances comprising part of the real properties of Transferor are in good
condition and have been well maintained, normal wear and tear excepted, and
there are no material physical or mechanical defects of the Fee Property which
would interfere with the ongoing operations of the Plant as currently conducted.
All water, sewer, gas and drainage facilities required by the present use and
operation of the Fee Property by Transferor are installed to the property lines
of the Fee Property, are all connected and operating pursuant to valid permits,
and are adequate to service the Fee Property in accordance with the present use
and operation of the Fee Property by Transferor. The Fee Property complies with
all applicable laws and insurance requirements and all zoning, building and
other requirements relating to the use or occupancy of all or any portion of the
Fee Property. There are no pending, or to the best of Transferor's knowledge,
contemplated zoning changes, variances or special zoning agreements affecting or
which might affect the Fee Property.

(h) Leases. Each of the Leases described on Schedule 1.1(c) entitled
"Real Estate" has not been modified, altered, terminated or revoked, and is in
full force and effect. Transferor, as the present tenant under each Lease, is
not in default under, or in breach of, any of the terms of each Lease, and there
are no existing facts or conditions which could give rise to any such breach or

default, or any claim against Transferor, under each Lease. Each of the present
lessors under each respective Lease is not in default thereunder, or in breach
thereof, and there are no existing facts or conditions which could give rise to
any such breach or default, or any claim against each lessor under each
respective Lease.

5.2. Representations and Warranties of Transferee. Transferee represents
and warrants to Transferor that:

(a) Organization and Standing; Corporate Power and Authority.
Transferee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Missouri, and has full corporate power
and authority to make and perform this Agreement, and to perform the
transactions contemplated by this Agreement. This Agreement and all other
agreements and instruments executed and delivered by Transferee in connection
herewith have been duly executed and delivered by Transferee. This Agreement and
the transactions and other agreements and instruments contemplated by this
Agreement have been duly approved by the board of directors of Transferee
(approval of Transferee's shareholders not being required), and constitute the
valid and binding obligations of Transferee, enforceable in accordance with
their respective terms.

(b) Conflicts; Defaults. Neither the execution and delivery of this
Agreement by Transferee, nor the performance of its obligations hereunder, will
conflict with or constitute a default under any of the terms of Transferee's
Articles of Incorporation, as amended, or Bylaws.

ARTICLE VI. CONDITIONS TO CLOSING

6.1. Conditions to Transferee's Obligations. The obligation of Transferee
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 Transferee except for the conditions
set forth in subsection (c) (as to Consents of Governmental Authorities) of this
Section 6.1.

(a) Representations and Warranties. Each of the representations and
warranties of Transferor made in Section 5.1 of this Agreement shall be true and
correct in all material respects both on the date hereof and as of the Closing
Date as though made at such time.

(b) Covenants. Transferor shall have performed and complied with all
covenants and agreements required to be performed or complied with by it at or
prior to the Closing Date.

(c) Consents. All Consents of Governmental Authorities and third
parties described in Sections 1.3, 5.1(f) and 9.3 and necessary to consummate
the transactions contemplated hereunder shall have been obtained and satisfied.

(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 instituted and not settled or otherwise terminated.

(e) Certificate of Transferor. At the Closing, Transferor shall have
delivered to Transferee a certificate (the "Officer's Certificate") signed by
Transferor's President or a Vice President, and dated the Closing Date, to the
effect that to the best of the knowledge of such officer the conditions
specified in Sections 6.1(a), (b), (c) and (d) have been fulfilled.

(f) Certificate; Documents. Transferor and the other Persons shall
have delivered the certificates and other documents required by Section 4.2.

6.2. Conditions to Transferor's Obligations. The obligations of Transferor
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 Transferor except for the conditions
set forth in subsection (c) of this Section 6.2.

(a) Representations and Warranties. Each of the representations and
warranties of Transferee made in Section 5.2 of this Agreement shall be true and
correct in all material respects both on the date hereof and as of the Closing
Date as though made at such time.

(b) Covenants. Transferee shall have performed and complied with all
covenants and agreements required to be performed or complied with by it at or
prior to the Closing Date.

(c) Consents. All Consents of Governmental Authorities, including
those described in Section 9.3, necessary to consummate the transactions
contemplated hereunder shall have been obtained.

(e) Certificate of Transferee. At the Closing, Transferee shall have
delivered to Transferor an Officer's Certificate signed by the President or a
Vice President of Transferee, and dated the Closing Date, to the effect that to
the best of the knowledge of such officer the conditions specified in Section
6.2(a), (b), (c) and (d) have been fulfilled.

(f) Certificates; Documents. Transferee shall have delivered the
certificates and other documents required by Section 4.3.

(g) Cash Payment. Transferee shall have made the Cash Payment required
by Section 3.1.

ARTICLE VII. COVENANTS OF TRANSFEROR

7.1. Conduct of Business. During the period from the date hereof through
the Closing Date, Transferor shall operate the Plant and the Acquired Assets
diligently and in the ordinary and normal course and consistent with past
practice and continue normal maintenance, expenditures in connection with the
Plant. Transferor shall engage in no transactions in connection with the Plant
or the Acquired Assets, including transactions relating to the purchase or sale

of goods, raw materials, inventories or other operating or production items,
intracorporate or otherwise, with any of its Affiliates from the date hereof
until the Closing other than (a) transactions approved by Transferee; or (b)
transactions on terms no more favorable to Transferor or its Affiliates than
would have been obtainable in arm's-length dealing.

ARTICLE VIII. COVENANTS OF transferee

8.1. Maintenance of, and Access to, Records. From and after the Closing,
Transferee shall, whenever reasonably requested by Transferor, permit Transferor
to have access to such business records turned over to Transferee pursuant to
this Agreement as may be required by Transferor in connection with any audit or
investigation by any Governmental Authority, or any matter relating to insurance
coverage or third party Claims, in each such case to the extent relating to the
operation of the Plant by Transferor prior to the Closing. Transferee shall
preserve and maintain the records relating to the Plant and the Acquired Assets
for at least three years after the Closing Date.

8.2. Closing. Transferee shall use its best efforts to cause the conditions
set forth in Section 6.2 to be satisfied by the Closing Date.

ARTICLE IX. CERTAIN ADDITIONAL COVENANTS

9.1. Expenses; Transfer Taxes. Each party hereto will bear the legal,
accounting and other expenses incurred by such party in connection with the
negotiation, preparation and execution of this Agreement, the Transaction
Documents, and the transactions contemplated hereby. All sales, transfer,
recordation and documentary Taxes and fees which may be payable in connection
with the transactions contemplated by this Agreement shall be borne by
Transferor.

9.2. Bulk Transfer Laws. Transferee hereby waives compliance by Transferor
with the laws of any jurisdiction relating to bulk transfers which may be
applicable in connection with the transfer of the Acquired Assets to Transferee.

9.3. Regulatory Approvals. Transferor will, and will cause its appropriate
Affiliates to, and Transferee will, use, in each case, its best efforts to
obtain any authorizations, consents, orders and approvals of any Governmental
Authority necessary for the performance of its respective obligations pursuant
to this Agreement and any of the other Transaction Documents, and the
consummation of the transactions contemplated hereby and thereby, and will
cooperate fully with each other in all reasonable respects in promptly seeking
to obtain such authorizations, consents, orders and approvals.

9.4. Employee Matters. Transferor shall retain all liabilities and
obligations in respect of its past, present and future employees under the
Employee Plans and applicable Laws.

ARTICLE X. TERMINATION

10.1. Termination. This Agreement and the transactions contemplated hereby
may be terminated at any time prior to the Closing.

(a) Mutual Consent. By mutual written consent of Transferor and
Transferee.

(b) Court Order. By Transferor or Transferee if consummation of the
transactions contemplated hereby shall violate any non-appealable final order,
decree or judgment of any court or Governmental Authority having competent
jurisdiction.

(c) Transferee's Conditions. By Transferee, if any condition precedent
to Transferee's obligation to effect the Closing as set forth in Section 6.1 is
not satisfied, or shall have become incapable of fulfillment, and such condition
is not waived, if waivable, by Transferee on or prior to the Termination Date.

(d) Transferor's Conditions. By Transferor, if any condition precedent
to Transferor's obligation to effect the Closing as set forth in Section 6.2 is
not satisfied, or shall have become incapable of fulfillment, and such condition
is not waived, if waivable, by Transferor on or prior to the Termination Date.

10.2. Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, written notice thereof shall forthwith 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 Transferor and Transferee under this
Agreement shall terminate without further liability of Transferor or Transferee.

ARTICLE XI. INDEMNIFICATION

11.1. Indemnification by Transferee. From and after the Closing, Transferee
shall indemnify, defend and hold Transferor, its Affiliates, and their
respective directors, officers, representatives, employees and agents harmless
from and against any and all claims, actions, suits, 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) (collectively, "Liabilities") that
may be incurred by Transferor resulting or arising from or related to, or
incurred in connection with: (a) the failure of Transferee to assume, pay,
perform and discharge the Assumed Liabilities, and (b) any breach of any
representation, warranty, covenant, obligation or agreement of Transferee
contained herein or in any other Transaction Document.

11.2. Indemnification by Transferor. From and after the Closing, Transferor
shall indemnify, defend and hold Transferee, its Affiliates, and their
respective directors, officers, representatives, employees and agents harmless
from and against any and all Liabilities that may be incurred by Transferee
resulting or arising from, related to or incurred in connection with: (i) the
failure of Transferor to assume, pay, perform and discharge the Retained
Liabilities and (ii) any breach of any representation, warranty, covenant,
obligation or agreement of Transferor contained herein or in any other
Transaction Document.

11.3. Notice of Claim; Right to Participate in and Defend Third Party
Claim.

(a) If any indemnified party receives notice of the assertion of any
Claim, the commencement of any suit, action or proceeding, or the imposition of
any penalty or assessment by a third party in respect of which indemnity may be
sought hereunder (a "Third Party Claim"), and the indemnified party intends to

seek indemnity hereunder, then the indemnified party shall promptly provide the
indemnifying party with prompt written notice of the Third Party Claim, but in
any event not later than 30 calendar days after receipt of such notice of Third
Party Claim. The failure by an indemnified party to notify an indemnifying party
of a Third Party Claim shall not relieve the indemnifying party of any
indemnification responsibility under this Article XI, unless such failure
materially prejudices the ability of the indemnifying party to defend such Third
Party Claim.

(b) The indemnifying party shall have the right to control the
defense, compromise or settlement of the Third Party Claim with its own counsel
(reasonably satisfactory to the indemnified party) if the indemnifying party
delivers written notice to the indemnified party within seven days following the
indemnifying party's receipt of notice of the Third Party Claim from the
indemnified party acknowledging its obligations to indemnify the indemnified
party with respect to such Third Party Claim in accordance with this Article XI,
and establishes security in form and substance reasonably satisfactory to the
indemnified party to secure the indemnifying party's obligations under this
Article XI with respect to such Third Party Claim; provided, however, that the
indemnifying party shall not enter into any settlement of any Third Party Claim
which would impose or create any obligation or any financial or other liability
on the part of the indemnified party if such liability or obligation (i)
requires more than the payment of a liquidated sum, or (ii) is not covered by
the indemnification provided to the indemnified party hereunder. In its defense,
compromise or settlement of any Third Party Claim, the indemnifying party shall
timely provide the indemnified party with such information with respect to such
defense, compromise or settlement as the indemnified party shall request, and
shall not assume any position or take any action that would impose an obligation
of any kind on, or restrict the actions of, the indemnified party. The
indemnified party shall be entitled (at the indemnified party's expense) to
participate in the defense by the indemnifying party of any Third Party Claim
with its own counsel.

(c) In the event that the indemnifying party does not undertake the
defense, compromise or settlement of a Third Party Claim in accordance with
subsection (b) of this Section 11.3, the indemnified party shall have the right
to control the defense or settlement of such Third Party Claim with counsel of
its choosing; provided, however, that the indemnified party shall not settle or
compromise any Third Party Claim without the indemnifying party's prior written
consent, unless (i) the terms of such settlement or compromise release the
indemnified party or the indemnifying party from any and all liability with
respect to the Third Party Claim, or (ii) the indemnifying party shall not have
acknowledged its obligations to indemnify the indemnified party with respect to
such Third Party Claim in accordance with this Article XI and established
security in form and substance reasonably satisfactory to the indemnified party
to secure the indemnifying party's obligations under this Article XI with
respect to such Third Party Claim. The indemnifying party shall be entitled (at
the indemnifying party's expense) to participate in the defense of any Third
Party Claim with its own counsel.

(d) Any indemnifiable Claim hereunder that is not a Third Party Claim
shall be asserted by the indemnified party by promptly delivering notice thereof
to the indemnifying party. If the indemnifying party does not respond to such
notice within 60 days after its receipt, it shall have no further right to
contest the validity of such Claim.

11.4. Time Limitations on Claims for Indemnification. The right of
Transferee to indemnification for any breach of any representation or warranty
shall apply only to those claims for indemnification which are given pursuant to
this Agreement on or before the date which is one year following the Closing
Date.

ARTICLE XII. MISCELLANEOUS

12.1. Amendments. This Agreement may be amended only by a writing executed
by each of the parties hereto.

12.2. Entire Agreement. This Agreement and the other agreements expressly
provided for herein, including the Transaction Documents, set forth the entire
understanding of the parties hereto with respect to the subject matter hereof,
and supersede all prior contracts, agreements, arrangements, communications,
discussions, representations and warranties, whether oral or written, between
the parties.

12.3. Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of Illinois, without
regard to its conflicts of law doctrine.

12.4. Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given (a) when received if personally delivered, (b) within 5 days after being
sent by registered or certified mail, return receipt requested, postage prepaid,
(c) within 12 hours after being sent by telecopy, with confirmed answerback, or
(d) within 1 business day of being sent by priority delivery by established
overnight courier. Any party by written notice to the other given in accordance
with this Section 12.4 may change the address or the contact to whom notices or
copies thereof shall be directed.

12.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.

12.6. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each party hereto, but no rights,
obligations or liabilities hereunder shall be assignable by either party without
the prior written consent of the other party.

12.7. Waivers. Except as otherwise provided herein, Transferee or
Transferor (acting on behalf of itself and its appropriate Affiliates), may
waive in writing compliance by any of the other party hereto (to the extent such
compliance is for the benefit of the party giving such waiver) with any of the
terms, covenants or conditions contained in this Agreement or in any of the
other Transaction Documents (except such as may be imposed by law). Any waiver
by either party of any violation of, breach of, or default under, any provision
of this Agreement or any of the other Transaction Documents, by the other party
shall not be construed as, or constitute, a continuing waiver of such provision,
or waiver of any other violation of, breach of or default under any other
provision of this Agreement or any of the other Transaction Documents.

12.8. Third Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person or entity
other than Transferee and Transferor any rights or remedies under or by reason
of this Agreement.

12.9. Schedules, Addenda and Exhibits. The Schedules, Addenda and Exhibits
attached to this Agreement are incorporated herein and shall be part of this
Agreement for all purposes.

12.10. Headings. The headings in this Agreement are solely for convenience
of reference and shall not be given any effect in the construction or
interpretation of this Agreement.

12.11. Certain Definitions. For purposes of this Agreement, the term
"Affiliate" shall mean any Person that directly, or indirectly through one or
more Persons, controls, is controlled by, or is under common control with, the
Person specified or, directly or indirectly, is related to or otherwise
associated with any such Person or entity.

12.12. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy and
each remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or hereafter existing at law or in equity or by statute or
otherwise. No remedy shall be deemed to be a limitation on the amount or measure
of damages resulting from any breach of this Agreement. The election of any one
or more remedies shall not constitute a waiver of the right to pursue other
available remedies.

12.13. Gender and Number. The masculine, feminine or neuter gender and the
singular or plural number shall each be deemed to include the others whenever
the context so indicates.

[SIGNATURE PAGE FOLLOWS]

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

AMEREN ENERGY GENERATING COMPANY,
an Illinois corporation

By:___________________________________
Print Name:
Title:

UNION ELECTRIC COMPANY,
d/b/a AmerenUE, a Missouri corporation

By:___________________________________
Print Name:
Title:

ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(b)
FIXED ASSETS - KINMUNDY

See attached.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(c)
REAL ESTATE - KINMUNDY

FEE PROPERTY
------------

Legal description of all real estate held in fee simple by Ameren Energy
Generating Company to be transferred to Union Electric Company is as follows:

Commencing at the Southeast corner of the Southeast Quarter (SE1/4) of the
Southeast Quarter (SE1/4) of Section 19, Township Four (4) North, Range Two
(2) East of the Third Principal Meridian, Xxxxxx County, Illinois, and
running 10 rods North and thence 16 rods West, thence 10 rods South and
thence 16 rods East to the place of beginning containing 1 acre. AND

The Northwest Quarter of the Northwest Quarter and the North Half of the
Southwest Quarter of the Northwest Quarter of Section 29, Township 4 North,
Range 2 East of the Third Principal Meridian, containing 60 acres, more or
less. Situated in Xxxxxx County, Illinois.

EASEMENTS
---------

None.

LEASED PROPERTY
---------------

None.

PERMITS
-------

Highway Permit - Illinois Department of Transportation, dated 4/5/00,
District Serial No. 7-16076 - Permission and authorization to do certain
work on right-of-way of State Highway FA-149 - Patoka-Kinmundy Blacktop.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(e)
INTELLECTUAL PROPERTY - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(j)
ROLLING STOCK AND VEHICLES - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.2(a)
RETAINED PROPERTY - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.2(b)
NON-ASSIGNED CONTRACTS - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 1.3(a)
REQUIRED CONSENTS - KINMUNDY

ASSIGNABILITY AND CONSENTS
--------------------------

The Acquired Assets, including Contracts, Permits and Lease Agreements (but
excluding leases of office equipment involving future payments of less than
$500,000 in the aggregate), which are non-assignable or non-transferable or
cannot be subleased to Transferee without the consent of some Persons, are
identified on Schedule 5.1(d).

REGULATORY APPROVALS
--------------------

The following is a list of all necessary approvals of any Governmental Authority
for the transfer of assets:

Illinois Commerce Commission:
Federal Energy Regulatory Commission:
Also refer to Schedule 5.1(e).

ASSET TRANSFER AGREEMENT
SCHEDULE 2.1(a)
ASSUMED INDEBTEDNESS - KINMUNDY

ASSUMED INDEBTEDNESS
--------------------

None

ASSUMED LIABILITIES
-------------------

See attached Balance Sheet of Union Electric Company as of September 30,
2002 (to be updated in accordance with the Asset Transfer Agreement).

ASSET TRANSFER AGREEMENT
SCHEDULE 4.2(f)
EXISTING INDEBTEDNESS TO BE DISCHARGED BY CLOSING - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(c)
TITLE TO THE ACQUIRED ASSETS - KINMUNDY

None.

ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
CONTRACTS - KINMUNDY

NAME OF COMPANY DATE OF CONTRACT PURPOSE CONSENT REQUIRED CONSENT RECEIVED
--------------- ---------------- ------- ---------------- ----------------

1. Natural Gas Pipeline 3/18/99 Interconnection Agreement for Yes
Company of America/1/ gas-fired electric generation
Station - Kinmundy and Xxxxxx
City locations (gas)

2. Natural Gas Pipeline 6/1/00 Operation and Maintenance No
Company of America/1/ Agreement for gas facilities (gas)

3. Natural Gas Pipeline 11/17/99 Transportation Rate Schedule No
Company of America/1/ FTS Contract No. 116646 (gas)

Amendment No. 001, dated No
11/18/99 to Rate Schedule FTS
Agreement - Contract No. 116656
(gas)

4. Natural Gas Pipeline 8/17/01 Transportation Rate Schedule No
Company of America/1/ FTS Agreement
Contract No. 119506 (gas)

5. Natural Gas Pipeline 11/18/99 Point Operator Allocation No
Company of America/1/ Agreement - Contract No. 116595
(gas)

ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
CONTRACTS - KINMUNDY

NAME OF COMPANY DATE OF CONTRACT PURPOSE CONSENT REQUIRED CONSENT RECEIVED
--------------- ---------------- ------- ---------------- ----------------

6. Natural Gas Pipeline 11/3/99 Interruptible Transportation No
Company of America/1/ Rate Discount Agreement
Contract No. 116589 (gas)

7. Natural Gas Pipeline 5/12/00 Letter Agreement for Interruptible No
Company of America/1/ Balancing Service (gas)
Contract No. 117638

8. Ameren Services, as agent 11/15/02 Transmission System Interconnection No
for Union Electric Company Agreement - Kinmundy Project
and Central Illinois Public (electric)
Service Company

9. Ameren Services, as agent 11/15/02 Parallel Operating Agreement - Yes
for Union Electric Company Kinmundy Project (electric)
and Central Illinois Public
Service Company

10. Xxxxx Xxxxxxx 11/28/01 Farming No
X.X. Xxx 00
Xxxxxx, XX 00000

11. FMC Water Company 3/21/00 Water Purchase Agreement No provision

12. Illinois Department of 6/20/00 Agricultural Import Mitigation No provision
Agriculture Agreement

ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
CONTRACTS - KINMUNDY

NAME OF COMPANY DATE OF CONTRACT PURPOSE CONSENT REQUIRED CONSENT RECEIVED
--------------- ---------------- ------- ---------------- ----------------

13. Siemens Westinghouse Power 1/19/99 construction work No
Corporation/1/

14. Siemens Westinghouse 5/12/01 Operation and Maintenance No
Operating Services Agreement for Xxxxxx City,
Company/1/ Kinmundy, Pinckneyville, Elgin
And Columbia

1 At time of transfer, this contract may be assigned or released in part to Union
Electric Company or restructured to create a new and separate contract with
Union Electric Company

ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(e)
ENVIRONMENTAL MATTERS

KINMUNDY PLANT
--------------

AIR
---

1. Illinois Environmental Protection Agency (IEPA) air construction permit for
units KCTG-1 and KCTG-2. Facility ID 121803AAA; Application No. 99020027
issued on 10/24/2000.

2. United States Environmental Protection Agency (USEPA) approval to modify
alternative monitoring program for Kinmundy Power Plant.

3. Acid Rain Program Phase II permit for units KCTG-1 and KCTG-2.

4. Application for Title V air operating permit submitted to IEPA revision for
new owner/operator and is pending.

5. USEPA Certificate of Representation under the Acid Rain Program revision
for new owner/operator, with submittal to IEPA.

6. Corporate Agreement of Representation for assignment of Designated
Representative and Alternative Designated Representative under Acid Rain
Program.

7. Authorized Account Representative for NOx SIP call revision to USEPA.

8. Corporate Agreement of NOx Budget Trading Program Agreement of
Representation.

WATER
-----

1. IEPA NPDES permit number IL0075001.
2. IEPA State Construct/Operating permit number 2001-EE-1724.

WASTE/LAND MANAGEMENT
---------------------

1. Hazardous Waste ID Notification - ILR 000079152.
2. State Waste generator number - 1210405011
3. SPCC plan.

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