ASSET TRANSFER AGREEMENT


                                     between


                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY


                                       and


                        AMEREN ENERGY GENERATING COMPANY


                             Dated as of May 1, 2000

<PAGE>


                                TABLE OF CONTENTS


                                                                          Page

ARTICLE I. TRANSFER OF ASSETS.................................................1
-----------------------------
 1.1  Transfer of Assets......................................................1
      (a)      Inventory......................................................1
      (b)      Fixed Assets...................................................2
      (c)      Real Property..................................................2
      (d)      Leased Property................................................2
      (e)      Intellectual Property Rights...................................2
      (f)      Business Records...............................................2
      (g)      Contracts......................................................2
      (h)      Permits........................................................2
      (i)      Insurance......................................................3
      (j)      Rolling Stock and Vehicles.....................................3
      (k)      Miscellaneous..................................................3
 1.2  Retained Assets.........................................................3
      (a)      Designated Assets..............................................3
      (b)      Non-Assigned Contracts.........................................3
      (c)      Employee Plan Assets...........................................3
      (d)      Corporate Records..............................................4
 1.3  Assignability and Consents..............................................4
           (a) Required Consents..............................................4
           (b) Nonassignable Items............................................4

ARTICLE II. LIABILITIES.......................................................4
-----------------------
 2.1  Assumption of Liabilities...............................................4
      (a)      Balance Sheet..................................................5
      (b)      Trade Payables.................................................5
      (c)      Contracts......................................................5
      (d)      Employee Matters...............................................5
      (e)      Liabilities and Obligations....................................5
 2.2  Retained Liabilities....................................................5
      (a)      Pre-Closing....................................................6
      (b)      Liabilities Relating to the Transfer of Acquired Assets........6
      (c)      Employee-Related Liabilities...................................6
      (d)      Litigation.....................................................6
      (e)      Product, Environmental and Safety Liability....................6
      (f)      Taxes..........................................................7
      (g)      Liabilities Relating to Retained Assets........................7

ARTICLE III.  TRANSFER AND EXCHANGE...........................................7
------------------------------------
 3.1  Payment.................................................................7
 3.2  Prorations..............................................................7

                                      -i-

<PAGE>

ARTICLE IV. CLOSING...........................................................8
-------------------
 4.1  General.................................................................8
 4.2  Documents to be Delivered by Transferor.................................8
 4.3  Documents to be Delivered by Transferee.................................9
 4.4  Documents to be Delivered by Transferee and Transferor..................9
 4.5  Other Documents to be Delivered.........................................9
 4.6  Post Closing...........................................................10

ARTICLE V. REPRESENTATIONS AND WARRANTIES....................................10
-----------------------------------------
 5.1  Representations and Warranties of Transferor...........................10
      (a)      Organization and Standing; Power and Authority................10
      (b)      Conflicts; Defaults...........................................11
      (c)      Acquired Assets; Title to the Acquired Assets.................11
      (d)      Contracts.....................................................12
      (e)      Environmental and Safety Compliance...........................12
      (f)      Approvals.....................................................14
      (g)      Real Property.................................................14
      (h)      Leases........................................................15
 5.2  Representations and Warranties of Transferee...........................15
      (a)      Organization and Standing; Corporate Power and Authority......15
      (b)      Conflicts; Defaults...........................................15

ARTICLE VI. CONDITIONS TO CLOSING............................................15
---------------------------------
 6.1  Conditions to Transferee's Obligations.................................15
      (a)      Representations and Warranties................................15
      (b)      Covenants.....................................................15
      (c)      Consents......................................................16
      (d)      No Proceeding or Litigation...................................16
      (e)      Certificate of Transferor.....................................16
      (f)      Certificate; Documents........................................16
 6.2  Conditions to Transferor's Obligations.................................16
      (a)      Representations and Warranties................................16
      (b)      Covenants.....................................................16
      (c)      Consents......................................................16
      (d)      No Proceeding or Litigation...................................16
      (e)      Certificate of Transferee.....................................16
      (f)      Certificates; Documents.......................................17

ARTICLE VII.  COVENANTS OF TRANSFEROR........................................17
-------------------------------------
 7.1  Conduct of Business....................................................17

ARTICLE VIII. COVENANTS OF BUYER.............................................17
--------------------------------
 8.1  Maintenance of, and Access to, Records.................................17
 8.2  Closing................................................................17

ARTICLE IX.  CERTAIN ADDITIONAL COVENANTS....................................17
-----------------------------------------
 9.1  Expenses; Transfer Taxes...............................................17

                                      -ii-

<PAGE>

 9.2  Bulk Transfer Laws.....................................................17
 9.3  Regulatory Approvals...................................................18
 9.4  Employee Matters.......................................................18

ARTICLE X. TERMINATION.......................................................18
----------------------
 10.1 Termination............................................................18
      (a)      Mutual Consent................................................18
      (b)      Court Order...................................................18
      (c)      Transferee's Conditions.......................................18
      (d)      Transferor's Conditions.......................................18
 10.2 Effect of Termination..................................................18

ARTICLE XI.  INDEMNIFICATION.................................................18
----------------------------
 11.1 Indemnification by Transferee..........................................18
 11.2 Indemnification by Transferor..........................................19
      (a) General............................................................19
      (b) Environmental Indemnification......................................19
 11.3 Notice of Claim; Right to Participate in and Defend Third Party Claim..19
 11.4 Time Limitations on Claims for Indemnification.........................21

ARTICLE XII. MISCELLANEOUS...................................................21
--------------------------
 12.1  Amendments............................................................21
 12.2  Entire Agreement......................................................21
 12.3  Governing Law.........................................................21
 12.4  Notices...............................................................21
 12.5  Counterparts..........................................................21
 12.6  Assignment............................................................21
 12.7  Waivers...............................................................21
 12.8  Third Parties.........................................................22
 12.9  Schedules, Addenda and Exhibits.......................................22
 12.10 Headings..............................................................22
 12.11 Certain Definitions...................................................22
 12.12 Remedies Not Exclusive................................................22
 12.13 Gender and Number.....................................................22


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)

                                     -iii-

<PAGE>

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)

                                      -iv-

<PAGE>




                            ASSET TRANSFER AGREEMENT


     THIS ASSET TRANSFER  AGREEMENT (this  "Agreement")  dated as of May l, 2000
between Central Illinois Public Service Company,  d/b/a AmerenCIPS,  an Illinois
corporation  ("Transferor")  and Ameren Energy Generating  Company,  an Illinois
corporation ("Transferee").


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


     WHEREAS, Transferor is a public utility company as defined in Section 3-105
of the  Illinois  Public  Utilities  Act (220  ILCS  5/3-105)  (the  "PUA")  and
presently operates as a vertically integrated electric generation,  transmission
and distribution company; and

     WHEREAS,   Transferor  operates  plants  and  related  facilities  for  the
generation of  electricity  which is sold to wholesale  and retail  customers of
Transferor (the "Business");

     WHEREAS,  Transferor  desires to transfer  substantially all of its assets,
properties, rights and interests relating to the Business to Transferee; and

     WHEREAS,  Transferee desires to acquire from Transferor, upon the terms and
subject  to the  conditions  hereinafter  set forth,  substantially  all of such
assets,  properties,  rights and  interests of  Transferor,  in exchange for the
issuance  by  Transferee  of a  promissory  note and its  common  stock  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 Business 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 and other fuel supplies and parts relating
     to the Business  (collectively,  "Inventory" or "Inventories"),  including,
     without  limitation,  all Inventories  located at the facilities  listed on
     Schedule 1.1(c) (Real Estate);

<PAGE>


          (b) Fixed Assets. All tangible personal property,  plant and equipment
     including, without limitation, buildings, structures, generators, turbines,
     coal handling facilities,  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 Business,  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 Business  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  Business  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 Business,
     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 Business,  and any confidential  information
     which has been reduced to writing or other tangible  medium  relating to or
     arising out of the Business (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 Business 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  foreign,  United  States,  state or local  governmental  entity  or
     municipality   or  subdivision   thereof  or  any  authority,   department,

                                      -2-

<PAGE>

     commission, board, bureau, agency, court or instrumentality  (collectively,
     "Governmental  Authorities")  and used in or necessary to the  operation of
     the Business;

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

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

          (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
     Business,  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
     Business,  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 (j) 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 Business 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 Business,  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 Business (collectively, "Employee
     Plans"); and

                                      -3-

<PAGE>

          (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 Business.

     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,  including the Illinois Commerce  Commission,  the
     Missouri  Public  Service   Commission,   the  Federal  Energy   Regulatory
     Commission  and the Federal  Communications  Commission  whose  approval is
     required for the  transactions  contemplated by this Agreement.  Transferor
     has 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"):

                                      -4-

<PAGE>

          (a) Balance Sheet.  All  liabilities  and obligations of Transferor as
     set forth on the unaudited  balance sheet (the "Balance Sheet") relating to
     the Business  prepared by Transferor as of May 1, 2000 (the "Balance  Sheet
     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;

          (b) Trade  Payables.  All  liabilities  and  obligations of Transferor
     relating to the Business 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 Balance
     Sheet  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"); and

          (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.  As required by Section  16-128(c) of the PUA,
     Transferee  agrees  that  it  will  extend  offers  of  employment  to  the
     non-supervisory   employees  of  Transferor  performing  services  for  the
     Business at no less than the wage rates and substantially equivalent fringe
     benefits and terms and  conditions of employment  that are in effect at the
     Closing Date, and that such wage rates and substantially  equivalent fringe
     benefits and terms and  conditions of employment  shall  continue in effect
     for at least 30 months from the Closing Date unless an agreement is reached
     with the collective  bargaining  units to different terms and conditions of
     employment within that 30-month period. If an agreement is reached with the
     collective bargaining units to different terms and conditions of employment
     within the 30 month period,  a copy of such  agreement  shall be filed with
     the Illinois Commerce Commission by Transferee. Transferee agrees to assume
     and comply with all current collective  bargaining agreements applicable to
     employees of the Business, subject to the terms thereof.

          (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 Business,  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:

                                      -5-

<PAGE>

          (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 Business 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 Business);

          (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.  All liabilities and obligations to
     any persons at any time  employed by Transferor  or its  Affiliates  except
     Transferee or their respective predecessors-in- interest in the Business or
     otherwise,  at any time or to any such person's  spouses,  children,  other
     dependents or beneficiaries,  with respect to incidents,  events, exposures
     or circumstances  occurring at any time during the period or periods of any
     such  persons'   employment  with  Transferor  or  its  Affiliates   except
     Transferee  or their  respective  predecessors-in-interest,  whenever  such
     claims  mature  or  are  asserted,   including,   without  limitation,  all
     liabilities  and  obligations  arising (i) under any Employee  Plans,  (ii)
     under  any  employment,  wage  and  hour  restriction,  equal  opportunity,
     discrimination,  plant closing or immigration and  naturalization  Laws (as
     hereinafter   defined),   (iii)  under  any  collective   bargaining  Laws,
     agreements  or  arrangements,  or  (iv) in  connection  with  any  workers'
     compensation or any other employee health,  accident,  disability or safety
     claims.  For  purposes of this  Agreement,  the term "Laws"  shall mean any
     statutes, laws, rules, regulations,  orders, ordinances,  codes and decrees
     of Governmental Authorities;

          (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  Business  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 Business);

          (e) Product,  Environmental and Safety Liability.  All liabilities and
     obligations  relating to the Business or the Acquired  Assets (or any other
     assets,  properties,  rights or interests associated,  at any time prior to
     the Closing Date, with the Business 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

                                      -6-

<PAGE>

     for injury,  sickness,  disease or death of any Person,  or (iv) compliance
     with any Laws relating to any of the foregoing;

          (f) Taxes. All liabilities and obligations of Transferor or any of its
     Affiliates (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 Business, 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); and

          (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.  (a) 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:  1,000 shares of Transferee's
fully paid and  nonassessable  common  stock and a promissory  note  executed by
Transferee  (the  "Transferee  Note"),  dated  as of  the  Closing  Date  and in
substantially the form of Schedule 3.1 (Transferee Note) hereto in the principal
amount of $607,069,000, subject to adjustment as provided in Section 4.6(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 1999 real  estate  taxes  shall be referred to herein as the "1999 Real
     Estate Tax Credit",  and the credit that  Transferee is entitled to receive
     from  Transferor  for the 2000 real estate taxes owed for the period during
     which  Transferor  owned the Fee  Property  during  the year 2000  shall be
     referred to herein as the "2000 Real Estate Tax Credit".

                                      -7-

<PAGE>

                               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,  and  delivery by  Transferor,  Transferee  and the other
Persons referred to herein of the additional  documents  referred to in Sections
4.4 and 4.5. 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,  1901 Chouteau  Avenue,  St.
Louis, Missouri at 8:00 A.M. on May 1, 2000, 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 (i) the  resolutions  of the  Boards of  Directors  of
     Transferor  and Parent  authorizing  and approving  this  Agreement and all
     other transactions and agreements  contemplated  hereby,  (ii) Transferor's
     Articles of Incorporation,  and (iii) Transferor's Bylaws, all 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");

          (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 the Illinois Commerce Commission
     under the PUA, the Federal Energy  Regulatory  Commission under the Federal
     Power Act, the Federal  Communications  Commission and the Missouri  Public
     Service Commission;

          (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));

                                      -8-

<PAGE>

          (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 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); and

          (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 to be Delivered by  Transferee.  At the Closing,  Transferee
shall deliver to Transferor:

          (a) A copy  of (i)  the  resolutions  of the  Board  of  Directors  of
     Transferee   authorizing   and  approving  this  Agreement  and  all  other
     transactions and agreements contemplated hereby, (ii) Transferee's Articles
     of  Incorporation,  and (iii)  Transferee's  Bylaws,  all  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) The Transferee Note, duly executed on behalf of Transferee, and in
     substantially the form attached hereto as Schedule 3.1; and

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

     4.4 Documents to be Delivered by Transferee and Transferor. At the Closing,
Transferee and Transferor shall execute and deliver:

          (a) Easement  Agreements  from  Transferee to Transferor  for each Fee
     Property  conveyed by  Transferor  to  Transferee  in a form and  substance
     satisfactory to Transferor; and

          (b) An assignment of all of Tranferor's  right,  title and interest to
     the Leased Property and assumption of all obligations  relating to the same
     free and clear of all Liens  whatsoever  except for the Permitted Liens and
     otherwise in form and substance satisfactory to Transferor and Transferee.

     4.5 Other Documents to be Delivered.  At the Closing the following shall be
delivered in form satisfactory to Transferor and Transferee:

                                      -9-

<PAGE>

          (a) Electric Power Supply Agreement

          (b) Amended Joint Dispatch Agreement.

          (c) General Services Agreement.

          (d) Parallel Operating Agreement(s).

     4.6 Post Closing.

          (a) Within 60 days after the Closing Date, Transferor shall deliver to
     Transferee  the Balance  Sheet as of the Balance  Sheet Date referred to in
     Section 2.1(a); and

          (b) Transferee shall calculate the 1999 Real Estate Tax Credit and the
     2000 Real Estate  Credit  promptly  after the  relevant tax bills have been
     received and shall deliver such calculation to Transferor. Transferee shall
     be  entitled  to deduct an amount  equal to the 1999 Real Estate Tax Credit
     and 2000 Real Estate Tax Credit from amounts owed to  Transferor  under the
     Transferee  Note.  Transferor  will,  at the  request of  Transferee,  give
     Transferee a receipt  evidencing  payment on the  Transferee  Note equal to
     such credits.

          (c) Promptly upon delivery of the Balance Sheet referred to in Section
     4.6(a) the principal amount of and amortization  schedule of the Note shall
     be adjusted, to the extent necessary, to reflect the actual net depreciated
     book value of the  Transferred  Assets as of the Balance  Sheet  Date.  The
     Transferee  shall execute and deliver a revised Note as may be necessary to
     reflect any such change.

                    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 that:

          (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 Business,  to own or lease the Acquired Assets,  to carry on
     the  Business as now being  conducted,  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 the board
     of directors of Parent, and constitute the valid and binding obligations of
     Transferor, enforceable in accordance with their respective terms.

                                      -10-

<PAGE>

          (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 Business
     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 Business 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 Business, 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 Business.
     The  Acquired  Assets to be conveyed  to  Transferee  under this  Agreement
     constitute all of the assets, properties, rights and interests necessary to
     conduct the  Business in  substantially  the same  manner as  conducted  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

                                      -11-

<PAGE>

     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  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 Business 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  Business 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

                                      -12-

<PAGE>

                    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

                                      -13-

<PAGE>

                    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
     Business,  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 Business 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

                                      -14-

<PAGE>

     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 Illinois,  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.

                                      -15-

<PAGE>

          (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 Sections
     4.2, 4.4 and 4.5.

     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.

          (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 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.

                                      -16-

<PAGE>

          (f)  Certificates;  Documents.  Transferee  shall have  delivered  the
     certificates and other documents required by Sections 4.3, 4.4 and 4.5.

                      ARTICLE VII. COVENANTS OF TRANSFEROR
                      ------------------------------------

     7.1 Conduct of Business. During the period from the date hereof through the
Closing  Date,  Transferor  shall  conduct the Business and operate the Acquired
Assets diligently and in the ordinary and normal course and consistent with past
practice  (including,  without  limitation,  using its best  efforts to preserve
beneficial  relationships  between  Transferor  and  its  distributors,  agents,
lessors,  suppliers and customers) and continue normal  maintenance,  marketing,
advertising,  distributional and promotional expenditures in connection with the
Business.  Transferor  shall engage in no  transactions  in connection  with the
Business 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 BUYER
                        --------------------------------

     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 Business by Transferor  prior to the Closing.  Transferee shall
preserve and maintain the records relating to the Business which are part of 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.

                                      -17-

<PAGE>

     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; and

          (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,

                                      -18-

<PAGE>

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.

          (a) General.  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.

          (b)  Environmental  Indemnification.Transferor  agrees  to  indemnify,
     defend,  reimburse and hold harmless  Transferee,  its Affiliates and their
     respective directors, officers, representatives,  employees and agents; and
     from  and  against  any and all  Environmental  Damages  arising  from  the
     presence,  use,  generation,  storage,  treatment,  discharge,  release  or
     disposal  (including off-site disposal) of Hazardous Materials upon, about,
     from or beneath  the  Property or  migrating  to or from the  Property,  or
     arising in any manner  whatsoever out of the violation of any Environmental
     Requirements pertaining to the Property and the activities thereon, in each
     case to the extent  that such  Environmental  Damages or  violation  of any
     Environmental  Requirements  are attributable to, or the result of, any act
     or omission by  Transferor  prior to the Closing Date.  This  obligation to
     indemnify  shall  include,  but not be limited to, the expense of defending
     all Claims,  suits and administrative  proceedings (with counsel reasonably
     approved  by the  indemnified  parties),  even if  such  Claims,  suits  or
     proceedings   are   groundless,   false  or  fraudulent,   and  paying  and
     discharging,  when  and as the  same  become  due,  any and all  judgments,
     penalties or other sums due against  such  indemnified  Persons;  provided,
     however,  that  Transferee  will be  entitled  to control  any  clean-up or
     remediation,  and any related  proceeding,  and,  except as provided in the
     following  sentence,  any other  proceeding with respect to which indemnity
     may be sought under this Section.  The procedures described in Section 11.3
     shall apply to any Claim solely for monetary  damages  relating to a matter
     covered by this Section.

     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

                                      -19-

<PAGE>

     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.

                                      -20-

<PAGE>

     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 five years  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,  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.

                                      -21-

<PAGE>

     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]

                                      -22-


<PAGE>


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


                                           CENTRAL ILLINOIS PUBLIC
                                           SERVICE COMPANY, d/b/a
                                           AMERENCIPS, an Illinois corporation

                                           By:
                                               ---------------------------
                                           Print Name:  G. L. Rainwater
                                           Title:       President



                                           AMEREN ENERGY GENERATING
                                           COMPANY, an Illinois corporation

                                           By:
                                               ---------------------------
                                           Print Name:  R. Alan Kelley
                                           Title:       Senior Vice President


<PAGE>

                                                                 Schedule 1.1(b)

                            Asset Transfer Agreement

                               Net Asset Transfer
                                As of May 1, 2000

Central Illinois Public Service Company  (AmerenCIPS) is transferring the assets
and liabilities listed below to Ameren Energy Generating Company (Genco).

1.   All real and personal  property  owned by  AmerenCIPS  (including  plant in
     service and  construction  work in  progress)  at sites  commonly  known as
     Coffeen  Power  Station,  Grand  Tower  Power  Station,  Hutsonville  Power
     Station,  Meredosia Power Station,  and Newton Power Station.  The costs of
     these assets are recorded in Accounts 101, and 107 of the Uniform System of
     Accounts and the related accumulated provision for depreciation recorded in
     Account 108.

2.   Cash  recorded  in  Account  131,  commensurate  with the amount of current
     payables transferred to Genco that are associated with fuel stock listed in
     paragraph 4 and accrued payroll listed in paragraph 9.

3.   Working  funds  recorded  in Account  135,  consisting  of petty cash funds
     maintained at the power stations.

4.   Fuel stock at the power stations recorded in Account 151.

5.   Plant  materials and operating  supplies  located at the power stations and
     the  miscellaneous  used  equipment  inventories  maintained  at the  power
     plants, both recorded in Account 154.

6.   An allocated  portion of  undistributed  stores expense recorded in Account
     163,  associated  with the plant  materials  and operating  supplies  being
     transferred to Genco. The allocation was based on the  proportionate  share
     of activity expensed in 1999.

7.   Prepayments for unamortized insurance premiums, related to the assets being
     transferred, recorded in Account 165.

8.   Accumulated  deferred  income taxes  recorded in Account 190 related to the
     plant assets being transferred to Genco.

9.   Accounts  payable  recorded in Account 232,  consisting  of payments due to
     fuel suppliers and for  vendor-supplied  materials that have been delivered
     to the power stations.  Payroll payable  includes the amount due bargaining
     unit employees at the time of the transfer.

10.  Notes payable includes the amount due AmerenCIPS.

11.  Taxes accrued for the  proration of the property tax liability  recorded in
     account 236.


<PAGE>

12.  Miscellaneous  current  and  accrued  liabilities  recorded  in Account 242
     consisting of vendor retention.

13.  Other deferred  credits are comprised of  miscellaneous  reserves and other
     items.

14.  Unamortized  deferred  investment  tax  credits  recorded  in Account  255,
     related to the plant assets being transferred to Genco.

15.  Accumulated  deferred  income taxes  recorded in Accounts  281, 282 and 283
     related to the plant assets being transferred to Genco.

The following  schedules provide more detailed listings of the assets identified
above:

Schedule 1.1 (b)-1 lists the asset and liability  amounts being  transferred  to
Genco by ICC account.  The values shown in this and all other  schedules are the
amounts that were recorded on AmerenCIPS' books at May 1, 2000.


          Schedule  1.1  (b)-2  lists the  amounts  being  transferred  to Genco
          recorded in Accounts 101, 107 and 108 by power station.

          Schedule 1.1 (b)-3 lists the uncompleted  construction  work,  Account
          107  (Construction  Work in Progress),  being  transferred to Genco by
          power station.

          Schedule 1.1 (b)-4 lists the fuel stock amounts being  transferred  to
          Genco by power station and by fuel type.

          Schedule 1.1 (b)-5  consists of a listing of the plant  materials  and
          operating supply amounts being transferred to Genco by power station.


<PAGE>


                                                               Schedule 1.1(b)-1
<TABLE>
<CAPTION>


                  Listing of Assets and Liabilities Transferred
                  From Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000

    ICC                     Account
  Account                    Title                           Amount                 Description of Transferred Items
  -------                    -----                           ------                 --------------------------------

<S> <C>                                                  <C>                        <C>
    101      Electric plant in service                   $1,279,098,330             See description on Schedule 1.1 (b).

    107      Construction work in progress                    7,917,041

    108      Accumulated provision for depreciation         651,983,986

    131      Cash                                             6,379,933 *

    135      Working funds                                        7,600

    151      Fuel stock                                      34,285,704

    154      Plant materials and operating supplies          19,520,033

    163      Undistributed stores expense                        24,664

    165      Prepayments                                      2,765,691

    190      Accumulated deferred income taxes               22,022,442

    232      Accounts payable                                 6,336,941

  232.002    Payroll payable                                    204,189

    233      Notes payable to associated company            548,894,057 *

    236      Taxes accrued                                    2,732,112

    242      Miscellaneous current liabilities                  618,995

    253      Other deferred credits                           1,804,242

    255      Accumulated deferred investment tax
                  Credits                                    19,727,865

    281      Accumulated deferred income taxes-
                  accelerated amortization property           6,844,309

    282      Accumulated deferred income taxes-
                  other property                            132,812,390

    283      Accumulated deferred income taxes-
                  Other                                          62,352

</TABLE>


* In June,  2000,  Cash and  Notes  Payable  were  increased  by  $2,732,112  to
reimburse Ameren Energy  Generating  Company for property taxes accrued prior to
May 1, 2000.


<PAGE>


                                                               Schedule 1.1(b)-2
<TABLE>
<CAPTION>

                        Summary of Electric Utility Plant
            Transferred from Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000

                                                       Account 101          Account 107          Account 108
                                                       -----------          -----------          -----------

                                                      Electric Plant        Construction         Accumulated
Plant Category                                          in Service        Work in Progress       Depreciation           Net Plant
--------------                                          ----------        ----------------       ------------           ---------

Steam Production (Accounts 310-316, 392)

<S>                                                    <C>                   <C>                  <C>                <C>
Newton Power Station                                 $   685,373,862         $ 3,113,588         $ 294,465,085       $ 394,022,365

Coffeen Power Station                                    300,404,158           4,062,064           152,932,170         151,534,052

Meredosia Power Station                                  169,832,470             540,659           115,897,398          54,475,731

Grand Tower Power Station                                 65,036,096                 342            51,030,673          14,005,765

Hutsonville Power Station                                 56,386,957              12,243            37,211,267          19,187,933

        Total Steam Production                       $ 1,277,033,543         $ 7,728,896         $ 651,536,593       $ 633,225,846

Other Production (Accounts 340-346)

Hutsonville Diesel                                   $       419,404         $         -         $     265,738       $     153,666

       Total Other Production                        $       419,404         $         -         $     265,738       $     153,666

General Plant (Accounts 391,394,395,397)             $     1,645,383         $   188,145         $     181,655       $   1,651,873

       Total General Plant                           $     1,645,383         $   188,145         $     181,655       $   1,651,873

Totals                                               $ 1,279,098,330         $ 7,917,041         $ 651,983,986       $ 635,031,385
                                                     ================        ============        ==============      =============
</TABLE>


<PAGE>

                                                               Schedule 1.1(b)-3

                          Construction Work in Progress
            Transferred from Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000

                         WO#        LOCATION         AMOUNT
                      ------------------------------------------
                        10201   Newton                $  181,791
                        10222   Newton                   146,735
                        10225   Newton
                                                         777,158
                        10587   Newton
                                                         111,276
                        10703   Newton
                                                          75,704
                        10772   Newton
                                                       1,260,192
                        10773   Newton
                                                          43,508
                        10774   Newton
                                                         301,741
                        10892   Newton
                                                          17,508
                        10897   Newton
                                                          15,169
                        10941   Newton
                                                          59,315
                        10970   Newton
                                                          34,631
                        10971   Newton
                                                           1,687
                        10985   Newton
                                                           5,846
                        10986   Newton
                                                          86,556
                        11036   Newton
                                                           1,141
                        42011   Newton
                                                         (6,370)
                                                     $ 3,113,588

                         WO#        LOCATION         AMOUNT
                      ------------------------------------------
                        0E182   Coffeen
                                                       $
                                                              42
                        09965   Coffeen
                                                          67,592
                        10316   Coffeen
                                                       2,111,093
                        10317   Coffeen
                                                         433,036
                        10845   Coffeen
                                                          64,957
                        10987   Coffeen
                                                          14,727
                        40722   Coffeen
                                                             (5)
                        40924   Coffeen
                                                             (7)
                        40958   Coffeen
                                                              11
                        42010   Coffeen
                                                           (342)
                        42166   Coffeen
                                                           9,704
                        42175   Coffeen
                                                          72,587
                        42177   Coffeen
                                                          77,558
                        42217   Coffeen
                                                           (635)
                        42381   Coffeen
                                                          60,310
                        42407   Coffeen
                                                         136,606
                        42408   Coffeen
                                                          69,396
                        42409   Coffeen
                                                           8,864
                        42887   Coffeen
                                                         728,434
                        42898   Coffeen
                                                          15,202
                        42910   Coffeen
                                                         124,343
                        42926   Coffeen
                                                              24
                        50127   Coffeen
                                                          68,567
                                                 ---------------
                                                     $ 4,062,064

<PAGE>


                         WO#    LOCATION               AMOUNT
                       ------------------------------------------
                        0233   Meredosia            $  102,024
                        0688   Meredosia                 5,996
                        0722   Meredosia               403,525
                        0942   Meredosia                29,658
                        1624   Meredosia                 (544)
                                                ---------------
                                                     $  540,659

                        WO#        LOCATION         AMOUNT
                        ---------------------------------------
                        0390   Grand Tower           $      342
                                                ---------------
                                                     $      342

                        WO#        LOCATION         AMOUNT
                        ---------------------------------------
                        E261   Hutsonville          $    12,243
                                                ---------------
                                                    $    12,243

                        WO#        LOCATION         AMOUNT
                        ---------------------------------------
                        1624   General Plant        $   13,509
                        0127   General Plant            39,940
                        0137   General Plant           134,992
                        6017   General Plant              (296)
                                                ---------------
                                                    $  188,145
                                                ---------------

                            Grand Total            $ 7,917,041
                                                ===============



<PAGE>





                                                               Schedule 1.1(b)-4
<TABLE>
<CAPTION>

                                   Fuel Stock
            Transferred from Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000


        Plant                    Coal              Coal Freight               Oil                  Total
----------------------------------------------------------------------------------------------------------------

<S>                              <C>                  <C>                      <C>                 <C>
Newton                           $ 4,825,667          $ 12,210,445             $  224,159          $ 17,260,271
Coffeen                           10,927,807             1,510,178                122,017            12,560,002
Hutsonville                          836,791                                                          1,086,508
                                                           194,727                 54,990
Meredosia                          1,365,027                                      914,323             2,703,171
                                                           423,821
Grand Tower                          636,748                                                            675,752
                                                            26,473                 12,531
                          -------------------    ------------------    -------------------   -------------------

Totals                          $ 18,592,040          $ 14,365,644            $ 1,328,020          $ 34,285,704
                          ===================    ==================    ===================   ===================

</TABLE>


<PAGE>

                                                               Schedule 1.1(b)-5


                         Operating Materials & Supplies
           Transferred from Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000
        Plant                Storeroom #             Balance

Newton                           550               $ 6,826,815
Coffeen                          540                 6,781,852
Hutsonville                      530                 1,937,229
Meredosia                        520                 2,622,654
Grand Tower                      510                 1,351,483
                                                  --------------

Total                                             $ 19,520,033
                                                  ==============


<PAGE>




                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.1(c)
                                   Real Estate


Fee Property
------------

         Legal  descriptions  of all real  estate  held in fee simple by Central
Illinois  Public  Service  Company which is to be  transferred  to Ameren Energy
Generating Company are attached hereto.


Easements
---------

         Legal  descriptions  of all  easements  and similar  interests  in real
estate held by Central Illinois Public Service Company that is to be transferred
to Ameren Energy Generating Company are attached hereto.


Leased Property
---------------

         Legal  descriptions of all leases and similar  interests in real estate
held by Central  Illinois  Public  Service  Company that is to be transferred to
Ameren Energy Generating Company are attached hereto.



<PAGE>


                              COFFEEN PLANT (P555)

The following  described real estate in Township Eight North,(T8N),  Range Three
West  (R3W)  of the  Third  Principal  Meridian  (3  P.M.),  Montgomery  County,
Illinois:

The Northwest  Quarter of the Southwest  Quarter of Section  Thirty-four (34) in
Township Eight (8) North, Range Three (3) West of the Third Principal  Meridian,
situated in the County of Montgomery and State of Illinois.

Also, the Southeast Quarter of the Northwest Quarter of Section Thirty-four (34)
in  Township  Eight (8)  North,  Range  Three  (3) West of the  Third  Principal
Meridian, situated in the County of Montgomery and State of Illinois,  excepting
from said Quarter Quarter Section the East 30 acres of even width.

Also,  the West Half of the Northwest  Quarter of Section  Thirty-four  (34), in
Township Eight (8) North, Range Three (3) West of the Third Principal  Meridian,
situated in the County of Montgomery and State of Illinois,  excepting from said
Half Quarter  Section that part of the following tract of land contained in said
One-Half  Quarter  Section:  Commencing at the Northwest  corner of said Section
Thirty-four (34) and measure thence Eastwardly 112 rods along the Northerly line
of said  Section  Thirty-four  (34) to the actual  point of  beginning  for this
exception;  thence South 165 feet; thence South 25 degrees West 950 feet; thence
deflecting  to the  right  67  degrees,  measure  340  feet  Westwardly;  thence
deflecting  90  degrees  to the  left,  measure  330  feet  Southwardly;  thence
deflecting  90  degrees  to the  right,  measure  130  feet  Westwardly;  thence
deflecting  90  degrees  to the  left,  measure  300  feet  Southwardly;  thence
deflecting  90  degrees  to the  right,  measure  190  feet  Westwardly;  thence
deflecting  90 degrees  to the  right,  measure  1530 feet  Northwardly;  thence
deflecting  27 degrees 58 minutes 45 seconds to the right,  measure  150 feet to
the Northerly  line of said Section  Thirty-four  (34);  thence measure 950 feet
along  said  Northerly  line of said  Section  Thirty-four  (34) to the point of
beginning for this exception; AND

That  part  of  the  Southwest  Quarter  of the  Southwest  Quarter  of  Section
Twenty-seven (27) in Township Eight (8) North, Range Three (3) West of the Third
Principal Meridian  described as follows:  Beginning at a stone at the Southwest
corner of said Section Twenty-seven (27), and measure thence Eastwardly 366 feet
along the South line of said  Section  Twenty-seven  (27) to the actual point of
beginning;  thence deflecting 58 degrees 21 minutes to the left,  measure 245.73
feet;  thence  deflecting  98 degrees 1 minute 15  seconds to the left,  measure
437.3 feet;  thence  deflecting  80 degrees to the right,  measure  109.35 feet;
thence  deflecting 86 degrees to the right,  measure 590 feet; thence deflecting
83  degrees 9 minutes  15  seconds  to the left,  measure  505.28  feet;  thence
deflecting 101 degrees 59 minutes to the right,  measure 530.85 feet parallel to
the center line of State Route 185;  thence  deflecting 95 degrees 22 minutes to
the right,  measure  759.30 feet to the South line of said Section  Twenty-seven
(27); thence deflecting 62 degrees 1 minute 15 seconds to the right, measure 532
feet along the South line of said Section  Twenty-seven (27) to the actual point
of beginning;  excepting  herefrom the coal and the right to mine and remove the
same, said coal having been previously  conveyed in the County of Montgomery and
State of Illinois; AND

The  East  Fifteen  acres  of the  East  Half of the  Northeast  Quarter  of the
Southeast  Quarter of Section  Thirty-three  (33) in  Township  Eight (8) North,
Range Three (3) West of the Third Principal Meridian,  situated in the County of
Montgomery and State of Illinois; AND


<PAGE>

The West Half of the West Half of the Northeast Quarter of the Southwest Quarter
of Section Thirty-four (34), and the East Half of the East Half of the Northeast
Quarter of the  Southwest  Quarter of Section  Thirty-four  (34),  excepting the
North 500 feet of the said last described Half Half,  Quarter  Quarter  Section,
all in Township  Eight (8) North,  Range  Three (3) West of the Third  Principal
Meridian, situated in the County of Montgomery and State of Illinois; AND

The following  described real estate in Township Seven North (T7N),  Range Three
West  (R3W)  of the  Third  Principal  Meridian  (3  P.M.),  Montgomery  County,
Illinois.

8.2284 Acres of the  Southwest  Quarter of the  Southeast  Quarter of Section 11
Township 7 North  Range 3 West of the Third  Principal  Meridian  in  Montgomery
County, Illinois, further described as follows:

(a) The  South  100  feet of the  North  660  feet of the  East 995 feet of said
Southwest Quarter of the Southeast Quarter; AND

(b) The West 397 feet of the  East  665 feet of said  Southwest  Quarter  of the
Southeast Quarter.

Both (a) and (b) above constituting a further subdivision of the tract described
by Warranty Deed on document #198821,  filed on page 524 of book 243 on November
1, 1962 in the office of the Recorder of Deeds in Montgomery County, Illinois.

(Excepting all coal  underlying  said land with right to mine and remove all the
same and easements and rights contained in the severance  thereof),  and subject
to all restrictions, reservations and easements of record; AND

The Southeast Quarter of the Southeast Quarter of the Northeast Quarter; and two
parts of the  Northeast  Quarter  of the  Southeast  Quarter  of' the  Northeast
Quarter, described as follows:

(1) beginning at the Southeast Corner of the Northeast  Quarter of the Southeast
Quarter,  of the  Northeast  Quarter and measure  thence  Northwardly  along the
Easterly  line  of  said  Quarter  Quarter  Quarter  Section  490  feet;  thence
deflecting  to the left 50  degrees  measure  190 feet  Northwestwardly;  thence
Westwardly  125 feet parallel with the  Southerly  line of said Quarter  Quarter
Quarter section,  thence  Southwardly 610 feet (612.841 feet according to survey
dated April 12, 1983, by Ronald D. Barnes,  I.L.S.  2095,  P.E.  25477) parallel
with  the  Easterly  line  of  said  Quarter  Quarter  Quarter  section;  thence
Eastwardly  270  feet in a  straight  line to the  point of  beginning;  and (2)
commencing  at the Southwest  corner of the  Northeast  Quarter of the Southeast
Quarter of the Northeast Quarter measure Northwardly 490 feet along the Westerly
line of said Quarter Quarter Quarter section,  thence deflecting to the right 40
degrees measure  Northeastwardly  108 feet; measure thence  Southeastwardly  630
feet  (608.453  feet  according  to survey  dated April 12,  1983,  by Ronald D.
Barnes,  I.L.S.  2095,  P.E.  25477) in a straight line to the Southerly line of
said Quarter Quarter Quarter  Section;  measure thence  Westwardly 280 feet in a
straight  line to the point of beginning;  all in Section 22,  Township 7 North,
Range 3 West of the Third Principal Meridian, Montgomery County, Illinois.

Excepting all coal,  oil, gas and all other  minerals,  and excepting all mining
rights; AND

Part of the  Southeast  Quarter  (SE 1/4) of the  Northeast  Quarter (NE 1/4) of
Section Ten (Sec. 10), Township Seven North (T.7.N.),  Range Three West (R.3.W.)
of the Third Principal  Meridian (3rd P.M.) in the County of Montgomery,  in the
State of Illinois, more particularly described as follows:


<PAGE>

Commencing at a bronze cap at the Southwest Corner of the Southeast Quarter, (SE
1/4) of the Northeast  Quarter (NE 1/4) of said Section Ten (Sec. 10),  Township
Seven North (T.7.N.),  Range Three West (R.3.W.) of the Third Principal Meridian
(3rd P.M.), said bronze cap being the Point of Beginning.

From said Point of Beginning,  thence North  00(Degree)20'57"  West, 409.10 feet
along  the West line of the said  Southeast  Quarter  (SE 1/4) of the  Northeast
Quarter (NE 1/4) to a point on the  centerline  of a public  highway known as TR
405A;  thence South  22(Degree)29'57"  East, 194.61 feet along the centerline of
said public  highway;  thence 86.09 feet along a curve to the right,  concave to
the  Southwest   having  a  radius  of  238.73  feet  and  a  central  angle  of
20(Degree)39'40";  thence 208.35 feet along a curve to the left,  concave to the
Northeast   having  a  radius   of   136.45   feet  and  a   central   angle  of
87(Degree)29'20";  thence  South  89(Degree)19'37"  East,  482.77 feet along the
centerline of a public highway known as TR 407 to an intersection with the South
line of the said Southeast  Quarter (SE 1/4) of the Northeast  Quarter (NE 1/4):
thence South 89(Degree)21'10" West, 707.84 feet along the South line of the said
Southeast  Quarter  (SE 1/4) of the  Northeast  Quarter (NE 1/4) to the Point of
Beginning,  containing 0.81 acre, more or less, as shown on the plat recorded on
Page 4 of Survey Book 2 in the Recorder's Office of the County of Montgomery, in
the State of Illinois and considered a part hereof; AND

The South  Half of the  Southeast  Quarter of the  Northwest  Quarter of Section
Three (3) and the North Half of the Northeast  Quarter of the Southwest  Quarter
of Section  Three (3) all in Township  Seven (7) North,  Range Three (3) West of
the Third Principal Meridian,  situated in the County of Montgomery and State of
Illinois, excepting the coal from all of the above-described land; AND

The  Northeast  Quarter of the  Southeast  Quarter of  Section  Sixteen  (16) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
situated in the County of Montgomery  and State of Illinois,  excepting the coal
from all of the above described land; AND

Twenty-five and one-half (25 1/2) rods square out of the Southwest corner of the
Southwest  Quarter  of the  Northeast  Quarter  of  Section  Twenty-two  (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
situated in the County of Montgomery and State of Illinois,  excepting from said
land the surface only of the following  described parcel of land:  Commencing at
an iron pin which marks the center of said Section Twenty-two (22), which pin is
1328 feet East of the  intersection  of the center line of a public road running
North and the center  line of the public road  running,  East and West along the
East and West one-half  section line of said Section  Twenty-two (22); from said
iron pin measure Eastwardly 484 55/100 feet along the East-West one-half section
line of said Section  Twenty-two (22) to an iron pin;  thence  deflecting to the
left 88 degrees 57 minutes  measure 295 feet  Northwardly to an iron pin marking
the actual  point of  beginning  for this  excepted  parcel;  thence  continuing
Northwardly  along the last described  course,  measure 138 feet to an iron pin;
measure thence West 120 feet to an iron pin; thence measure Southwardly 124 feet
to an iron pin which iron pin is 128 feet West of the actual point of beginning;
measure  thence  Eastwardly  128 feet to the  actual  point of  beginning,  also
excepting all coal underlying said land; AND

The  Southeast  Quarter of the  Southwest  Quarter of the  Southeast  Quarter of
Section Sixteen (16) and the Southwest  Quarter of the Southeast  Quarter of the
Southeast  Quarter of Section  Sixteen  (16) and the East Half of the  Northwest
Quarter of the Northeast  Quarter of Section  Twenty-one  (21),  all in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian,  situated
in the County of Montgomery and State of Illinois, excepting all coal underlying
said land with the right to mine and remove the same; AND


<PAGE>

That part of the Southeast  Quarter of the Southeast Quarter of Section Four (4)
in  Township  Seven (7)  North,  Range  Three  (3) West of the  Third  Principal
Meridian,  situated in the County of Montgomery  and State of Illinois,  bounded
and described as follows:  Commencing  at the  Southeast  corner of said Section
Four (4);  measure  thence North along the East line of said Section,  330 feet;
measure  thence West 730 feet  parallel with the South line of said Section Four
(4); measure thence Southeastwardly to a point in the South line of said Section
Four (4) which point is 660 feet West of the  Southeast  corner of said  Section
Four (4) and measure  thence East 660 feet to the point of beginning,  also part
of the North Half of the Northeast  Quarter of the Northeast  Quarter of Section
Nine (9) in  Township  Seven  (7)  North,  Range  Three  (3)  West of the  Third
Principal Meridian, bounded and described as follows: Beginning at the Northeast
corner of said Section Nine (9) and measure  Westwardly 660 feet along the North
line of said Section Nine (9);  measure thence  Southwardly 260 feet parallel to
the East line of said  Section  Nine (9);  measure  thence  Westwardly  660 feet
parallel to the North line of said Section Nine (9); thence Southwardly parallel
to the East line of said  Section  Nine (9) to the South line of said North Half
of the Northeast  Quarter of the Northeast Quarter of said Section Nine (9), and
measure  thence  Eastwardly  along the South line of said Half  Quarter  Quarter
Section to the center line of the Public Road;  measure thence  Northwardly  and
Eastwardly along and curving with the center line of the Public Road to the East
line of said  Section Nine (9); and measure  thence  Northwardly  along the East
line of said Section Nine (9) to the point of beginning.

Also, the Southeast Quarter of the Southwest Quarter of the Northeast Quarter of
Section Four (4) in Township Seven (7) North,  Range Three (3) West of the Third
Principal  Meridian,  and the Northeast  Quarter of the Northwest Quarter of the
Southeast  Quarter of Section Four (4) in Township Seven (7) North,  Range Three
(3) West of the Third Principal  Meridian,  situated in the County of Montgomery
and State of Illinois.

Also,  part of the Northwest  Quarter of Section Four (4) in Township  Seven (7)
North,  Range Three (3) West of the Third  Principal  Meridian,  situated in the
County of  Montgomery  and State of Illinois,  bounded and described as follows:
Beginning  at the  Southeast  corner of the West 7 1/2  acres,  in the form of a
rectangle,  of the North Half of the North Half of the Southeast  Quarter of the
Northwest  Quarter of Section Four (4) in Township Seven (7) North,  Range Three
(3) West of the Third Principal Meridian;  and measure thence Southeastwardly in
a straight  line to a point in the South line of the North Half of the Southeast
Quarter of the  Northwest  Quarter of said  Section  Four (4) which point is 130
feet West of the Southeast corner of said North Half of the Southeast Quarter of
the Northwest  Quarter of said Section Four (4); measure thence East 130 feet to
the  Southeast  corner  of said  North  Half  of the  Southeast  Quarter  of the
Northwest  Quarter of said Section Four (4); and measure thence  Northwardly 529
feet  along the East line of the  Northwest  Quarter of said  Section  Four (4);
measure thence Westwardly to the East line of said West 7 1/2 acres in the North
Half of the North Half of the Southeast Quarter of the Southwest Quarter of said
Section Four (4); and measure thence South to the point of beginning.

Except  all coal from all of the above  described  land.  All of the above  land
being situated in the County of Montgomery and State of Illinois; AND

The  Northeast  Quarter of the  Southwest  Quarter of  Section  Fifteen  (15) in
Township Seven (7) North,  Range Three (3) West of the Third Principal  Meridian
excepting from said Quarter Quarter Section the East 500 feet of even width; the
West Half of the Southeast  Quarter of the Southwest  Quarter of Section Fifteen
(15), Township


<PAGE>

Seven (7)  North,  Range  Three (3) West of the Third  Principal  Meridian;  the
Northeast  Quarter of the Southwest  Quarter of the Southwest Quarter of Section
Fifteen  (15),  Township  Seven  (7)  North,  Range  Three (3) West of the Third
Principal  Meridian;  the  Northeast  Quarter  of the  Southeast  Quarter of the
Southwest  Quarter of the Southwest  Quarter of Section  Fifteen (15),  Township
Seven (7)  North,  Range  Three (3) West of the Third  Principal  Meridian;  the
Southeast  Quarter of the Southeast  Quarter of Section  Fifteen (15),  Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian; the North
25 acres of even  width of the  Southwest  Quarter of the  Southeast  Quarter of
Section  Fifteen  (15),  Township  Seven (7) North,  Range Three (3) West of the
Third  Principal  Meridian;  the  East  Half  of the  Northwest  Quarter  of the
Northwest  Quarter  of the  Northeast  Quarter  of  Section  Twenty-two  (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian;
the North  Half of the South  Half of the  Northwest  Quarter  of the  Northeast
Quarter of Section  Twenty-two (22) in Township Seven (7) North, Range Three (3)
West of the Third Principal  Meridian,  situated in the County of Montgomery and
State of Illinois, excepting the coal from all of the above-described land; AND


A part of the  North  Half of the  Northeast  Quarter  of  Section  Nine  (9) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
situated  in the  County  of  Montgomery  and  State of  Illinois,  bounded  and
described as follows: Beginning at the Southwest corner of the Northeast Quarter
of the Northeast Quarter of said Section Nine (9), and measure thence Westwardly
along the South line of said North Half of the Northeast Quarter of said Section
Nine (9), 362 feet, more or less, to the West line of the South Half of the East
Half of the East Half of the Northwest  Quarter of the Northeast Quarter of said
Section Nine (9), and measure  thence  Northwardly  at right  angles,  214 feet,
measure thence Eastwardly at right angles,  275 feet, measure thence Southwardly
at right angles,  114 feet,  measure thence  Eastwardly at right angles 90 feet,
measure thence  Northwardly at right angles, 200 feet, measure thence Eastwardly
at right angles,  630 feet to the center line of the Public Road, measure thence
Southwardly,  and  Westwardly  curving  with the center line of said Public Road
along, the center line of said Public Road to the point of beginning, except all
coal underlying the above-described real estate; AND

The  Southwest  Quarter of the  Southeast  Quarter of the  Northeast  Quarter of
Section  Fourteen  (14)  and the  West  Half  of the  Northeast  Quarter  of the
Southeast  Quarter of Section  Fourteen  (14),  all in Township Seven (7) North,
Range Three (3) West of the Third Principal Meridian,  situated in the County of
Montgomery and State of Illinois; AND

The South  Half of the  Northeast  Quarter of the  Northeast  Quarter of Section
Fifteen (15); the Northeast  Quarter of the Southeast Quarter of Section Fifteen
(15); the West Half of Section Fourteen (14); that part of the Southeast Quarter
of the Southeast  Quarter of Section Fourteen (14) lying West of the center line
of the  Public  Road  running  through  the West  part of said  Quarter  Quarter
Section,  excepting the South 198 feet of the East Half of said Quarter  Quarter
Section;  the West Half of the Northwest Quarter of Section  Twenty-three  (23);
the Northeast Quarter of the Northwest Quarter of Section Twenty-three (23); the
Northwest  Quarter of the Northeast  Quarter of Section  Twenty-three  (23); the
Northwest  Quarter of the Northeast  Quarter of the Northeast Quarter of Section
Twenty-three  (23), and the West Half of the East Half of Section Fourteen (14),
all in Township  Seven (7) North,  Range  Three (3) West of the Third  Principal
Meridian,  in the County of Montgomery and State of Illinois,  excepting the two
following described tracts:

     (1)  Commencing  at the  Southeast  corner  of the  North  15  acres of the
     Southwest Quarter of the Northeast Quarter of Section Fourteen (14), thence
     West along the South line of said 15 acre tract, 315 feet; thence North 563
     feet parallel with the East line of said Northeast Quarter; thence East 165
     feet;  thence North 320 feet parallel with the East line of said  Northeast
     Quarter;  thence West 460 feet; thence North 320 feet; thence East 610 feet
     to the East line of


<PAGE>

     said  Northeast  Quarter;  and  thence  South  1203  feet to the  point  of
     beginning, containing 9.51 acres, more or less; AND

     (2)  Commencing  at the  Northeast  corner  of the  South  25  acres of the
     Southwest  Quarter of the Northeast  Quarter of said Section  Fourteen (14)
     measure  South 730 feet;  thence  deflecting to the right at an angle of 90
     degrees,  measure 100 feet West;  thence in a  Northwesterly  direction 750
     feet  more or less to a point on the North  line of said  South 25 acres of
     the  Southwest  Quarter of the Northeast  Quarter of said Section  Fourteen
     (14) to a point,  which  point is 260 feet West of the point of  beginning:
     thence East 260 feet to the point of beginning; AND

Excepting and reserving from  all the real estate above described, the following
described tract:

That part of the West  five-eighths  of Section  Fourteen (14) in Township Seven
(7) North,  Range Three (3) West of the Third Principal  Meridian,  described as
follows:  Commencing at a steel stake located at a point 190 feet,  more or less
East of the Northwest corner of the Northeast  Quarter of said Section 14, which
said point is also 2831.53 feet, more or less,  east of the Northwest  corner of
said Section 14; thence South 621 feet; thence West by deflection 90 degrees 880
feet;  thence South by deflection 90 degrees 479 feet; thence East by deflection
90 degrees 374 feet; thence South by deflection 90 degrees 592 feet; thence West
by  deflection  90 degrees 834 feet;  thence South by  deflection 90 degrees 618
feet; thence East by deflection 90 degrees 1510 feet; thence South by deflection
90 degrees 458 feet; thence West by deflection 90 degrees 200 feet; thence South
by deflection 90 degrees  300.79 feet;  thence East by deflection 90 degrees 260
feet;  thence  South by  deflection  90 degrees  1345.21  feet;  thence  West by
deflection 90 degrees 370 feet;  thence North by deflection 90 degrees 648 feet;
thence West by  deflection  90 degrees 245 feet;  thence North by  deflection 90
degrees 709 feet; thence West by deflection 90 degrees 905 feet; thence South by
deflection 90 degrees 1033 feet;  thence East by deflection 90 degrees 128 feet;
thence South by  deflection  90 degrees 540 feet;  thence East by  deflection 90
degrees  334.45 feet;  thence South by deflection 90 degrees 69.63 feet;  thence
West by deflection 90 degrees 94.45 feet;  thence South by deflection 90 degrees
621.66 feet,  more or less, to the South  Section line of said Section  Fourteen
(14);  thence West by deflection 90 degrees 138 feet; thence North by deflection
90 degrees 171.59 feet; thence West by deflection 90 degrees 235.07 feet; thence
North by  deflection  90 degrees 467 feet;  thence West by deflection 90 degrees
200 feet;  thence  North by  deflection  90  degrees  239 feet;  thence  West by
deflection 90 degrees 357 feet;  thence North by  deflection 90 degrees  1130.52
feet;  thence West by deflection 90 degrees 569 feet; thence North by deflection
90 degrees 655.07 feet;  thence West by deflection 90 degrees 368.58 feet,  more
or less to the West line of said Section Fourteen (14); thence Northerly,  along
the West line of said Section  Fourteen (14) 910 feet,  along a line which forms
an angle  to the  right of 89  degrees,  36  minutes  40  seconds  from the last
described line extended;  thence Eastwardly 383 feet along a line which forms an
angle to the right of 90 degrees 23 minutes 20 seconds  from the last  described
line extended,  to a point which is 1759.83 feet South of the North line of said
Section Fourteen (14);  thence North by deflection 90 degrees 1759.83 feet, more
or less, to a point 420 feet, more or less, East of the Northwest corner of said
Section Fourteen (14);  thence Easterly by deflection to the right of 90 degrees
14 minutes from the last described line extended 2411.53 feet,  containing 186.7
acres,  more or less, to the point of beginning,  reference  being had to a plat
made by Walter J.  Miller,  Illinois  Land  Surveyor  No.  1656,  under  date of
September 11, 1963; AND

Part of the Northeast  Quarter of the Northeast  Quarter of Section Nine (9), in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
situated  in the  County  of  Montgomery  and  State of  Illinois,  bounded  and
described as follows:  Beginning at a stone marking the Southeast  corner of the
Northeast Quarter of the Northeast Quarter of Section Nine (9); thence Northerly
along


<PAGE>

the Easterly line of said Northeast  Quarter of the Northeast Quarter of Section
Nine (9), 419.98 feet to a point at the Easterly end of a new Southerly boundary
of a 100 foot wide  railroad  right of way  centered on existing  center line of
right of way; thence Southwesterly by deflection to left 124 degrees 34 minutes,
parallel to said right of way center line,  747.75 feet to the Southerly line of
said Northeast Quarter of the Northeast Quarter of said Section Nine (9); thence
Easterly by  deflection  to left 145 degrees 50 minutes,  615.74 feet along said
Southerly  line of said  Northeast  Quarter  of the  Northeast  Quarter  of said
Section  Nine (9) to the place of  beginning,  containing  two and nine  hundred
seventy-two one-thousandths (2.972) acres, be the same more or less.

Also,  part of the Northeast  Quarter of the Northeast  Quarter of Section -Nine
(9) and part of the Northwest  Quarter of the  Northwest  Quarter of Section Ten
(10),  all in  Township  Seven  (7)  North,  Range  Three  (3) West of the Third
Principal Merldian,  situated in the County of Montgomery and State of Illinois,
bounded and  described as follows:  Beginning at that point in the Easterly line
of the Northeast  Quarter of said Section Nine (9) which is distant  541.42 feet
Northerly from a stone marking the Southeast corner of the Northeast  Quarter of
the Northeast  Quarter of said Section Nine (9) as measured  along said Easterly
line of the  Northeast  Quarter of Section Nine (9),  said point of beginning is
also a point at the Easterly end of a new Northerly  boundary of a 100 foot wide
railroad right of way centered on existing  center line of right of way;  thence
Southwesterly  by  deflection  to the left from a Northerly  course on said East
line of said Section Nine (9) 124 degrees 34 minutes,  parallel to said right of
way  center  line,  773.89  feet to a point in the  center of a Public  Highway;
thence  Northerly by deflection  to the right 117 degrees 27 1/2 minutes,  along
the center line of Public Highway, 741.79 feet; thence Easterly by deflection to
the right 85 degrees 13 minutes along the center line of Public Highway,  745.05
feet to the  Westerly  line of Section  Ten (10) and the center line of a Public
Highway;  thence Northerly by deflection to the left 78 degrees 5 minutes, along
said West line of said Section Ten (10),  326.76 feet to the Northwest corner of
said Section Ten (10);  thence Easterly by deflection to the right 89 degrees 39
1/2 minutes and along the North line of said Section Ten (10),  965.57 feet to a
point  at the  Easterly  end of a new  Northerly  boundary  of a 300  foot  wide
railroad  right of way;  thence  Southwesterly  by  deflection  to the right 145
degrees 46 1/2 minutes and parallel to existing  Southerly line of right of way,
1172.54  feet to a point in the East line of said  Section Nine (9) and the West
line of said Section Ten (10);  thence  Southerly by  deflection  to the left 55
degrees 26 minutes and along said East line of said Section Nine (9) 121.44 feet
to the place of beginning, containing 17 acres, be the same more or less.

Also,  part of the Southeast  Quarter of the Southwest  Quarter of Section Three
(3), in Township  Seven (7) North,  Range Three (3) West of the Third  Principal
Meridian,  situated in the County of Montgomery  and State of Illinois,  bounded
and described as follows:  Beginning at a stone marking the Northwest  corner of
the Southwest  Quarter of the Southeast Quarter of the Southwest Quarter of said
Section Three (3); thence Southerly along the West line of the Southeast Quarter
of the Southwest Quarter of said Section Three (3), 461.97 feet to the Northeast
corner of a parcel of land, designated as Parcel No. 2 conveyed to The New York,
Chicago and St. Louis  Railroad  Company by Warranty Deed executed by Charles E.
Jurgena,  et ux.  dated  April 15, 1929 and  recorded  in Book 159,  page 194 of
Montgomery  County Deed Records;  thence  Northeasterly  along a straight  line,
being  725.23  feet in  length,  to the  Southwest  corner  of a parcel  of land
designated  as Parcel  No. 1 conveyed  to The New York,  Chicago  and St.  Louis
Railroad  Company by Warranty Deed executed by Charles E. Jurgena,  et ux. dated
April 15, 1929 and  recorded  in Book 159,  page 194 of  Montgomery  County Deed
Records;  thence  Westerly  565.25  feet along the North  line of the  Southwest
Quarter of the Southeast  Quarter of the Southwest


<PAGE>

Quarter of said Section  Three (3) to the place of beginning,  containing  three
and no one-hundredths (3.00) acres, be the same more or less.

Also, part of the Southeast  Quarter of Section Three (3), in Township Seven (7)
North,  Range Three (3) West of the Third  Principal  Meridian,  situated in the
County of  Montgomery  and State of Illinois,  bounded and described as follows:
Commencing  at a stone  marking  the  Southwest  corner of the North Half of the
Southwest  Quarter of the Southeast  Quarter of said Section  Three (3);  thence
Northerly  along the West line of the  Southeast  Quarter of said Section  Three
(3), a distance of 744.02 feet to the place of beginning;  thence  Northeasterly
by deflection to the right of 45 degrees 51 minutes, a distance of 1759.46 feet,
more or less, to the North line of the  Southeast  Quarter of said Section Three
(3);  thence  Westerly  along the North  line of the  Southeast  Quarter of said
Section Three (3), a distance of 1263.2 feet,  more or less, to the West line of
the Southeast Quarter of said Section Three (3); thence Southerly along the West
line of the  Southeast  Quarter of said Section Three (3), a distance of 1224.79
feet,  more or  less,  to the  place  of  beginning,  containing  seventeen  and
seventy-five one-hundredths (17.75) acres, be the same more or less.

 Also, an easement to overflow, flood and inundate to a height of 590 feet above
 mean sea level at normal  stage and a maximum  height of 593.23 feet above mean
 sea level at a flood stage,  the following  described land in Section Three (3)
 and Section Ten (10), in Township Seven (7) North,  Range Three (3) West of the
 Third  Principal  Meridian,  situated in the County of Montgomery  and State of
 Illinois,  bounded and described as follows:  Commencing at a stone marking the
 Southeast corner of the Northeast  Quarter of the Northeast  Quarter of Section
 Nine (9) of said Township and Range;  thence  Northerly  along the East line of
 said Northeast Quarter of the Northeast Quarter of said Section Nine (9), which
 line is also the West line of Section  Ten (10),  298.54 feet to a point in the
 Southerly line of The New York,  Chicago and St. Louis Railroad Company's right
 of way;  thence  Easterly by a deflection to the right of 55 degrees 26 minutes
 along said  Southerly  right of way line,  460 feet to the point of  beginning;
 thence  Northerly,  by  deflection  to the left 90  degrees  108  feet;  thence
 Easterly by a  deflection  to the right of 90  degrees,  1272.28  feet;  thence
 Southerly at right angles to the last described  course,  74.54 feet to a point
 in said Southerly right of way line; thence Westerly by deflection to the right
 of 73 degrees 48 1/2 minutes and along said  Southerly  right of way line,  120
 feet to an  angle  in said  Southerly  right  of way  line;  thence  continuing
 Westerly along said  Southerly  right of way line by deflection to the right of
 16  degrees  11 1/2  minutes  1157.04  feet,  more or  less,  to the  point  of
 beginning; subject to the terms, conditions and covenants of an indenture dated
 July 16, 1963, executed by The New York, Chicago and St. Louis Railroad Company
 and Central  Illinois  Public Service Company and recorded in the office of the
 Recorder of Deeds, in Montgomery County, Illinois in Book 246 page 257.

Also, an easement to overflow,  flood and inundate to a height of 590 feet above
mean sea level at normal  stage and a maximum  height of 593.23  feet above mean
sea level at a flood stage,  the following  described  land in Section Three (3)
and Section Ten (10), in Township  Seven (7) North,  Range Three (3) West of the
Third  Principal  Meridian,  situated in the County of  Montgomery  and State of
Illinois,  bounded and  described as follows:  Commencing at a stone marking the
Southeast  corner of the  Northeast  Quarter  of the  Northeast  Quarter of said
Section Nine (9); thence Northerly along the East line of said Northeast Quarter
of the Northeast  Quarter of said Section Nine (9),  which line is also the West
line of said Section Ten (10),  662.86 feet to a point in the newly  established
Northerly  right of way line of The New York,  Chicago  and St.  Louis  Railroad
Company,  which point is distant  Northerly 300 feet,  measured at right angles,
from said  Southerly  right of way line of The New York,  Chicago and St.  Louis
Railroad  Company;  thence  Northeasterly  parallel  to  and  300  feet  distant
Northerly,  measured at right angles, from said Southerly right of way line, 110
feet to the actual point of beginning;  thence


<PAGE>

continuing Northeasterly parallel to and 300 feet distant Northerly, measured at
right angles,  from said Southerly right of way line, 1062.54 feet to a point in
the North line of said Section Ten (16);  thence  Easterly by  deflection to the
right 34 degrees 13 1/2  minutes  along said North line of Section  Ten (10) and
along  said  new  Northerly  right  of way  line,  71 feet to  angle in said new
Northerly right of way line;  thence  Northeasterly by deflection to the left 34
degrees 13 1/2  minutes  along said new  Northerly  right of way line,  200 feet
thence  Southeasterly  at right angles to the last  described  course,  60 feet;
thence  Southwesterly  by a deflection  to the right of 88 degrees 18 minutes 27
seconds  239.35 feet to a point which is 107 feet  distant  Southerly,  measured
normally,  from said new Northerly right of way line of a 300 foot right of way,
extended Easterly;  thence continuing Southwesterly by a deflection to the right
of 1 degree 41 minutes 33 seconds and  parallel to said new  northerly  right of
way line 975 feet;  thence  Northwesterly  by deflection to the right 45 degrees
151.32  feet,  more or less,  to the point of  beginning;  subject to the terms,
conditions  and covenants of an indenture  dated July 16, 1963,  executed by The
New York,  Chicago and St. Louis Railroad  Company and Central  Illinois  Public
Service  Company  and  recorded  in the  office  of the  Recorder  of  Deeds  in
Montgomery County, Illinois in Book 246, page 257; AND

Tract One:  The North 655 feet,  of even  width,  of the East 300 feet,  of even
width, of the Northwest  Quarter of the Southeast Quarter of Section Nine (9) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
excepting all coal, situated in the County of Montgomery and State of Illinois.

Tract  Two:  That part of the  Northeast  Quarter  of the  Southeast  Quarter of
Section Nine (9) in Township Seven (7) North,  Range Three (3) West of the Third
Principal  Meridian,  bounded  and  described  as  follows:  Commencing  at  the
Northeast  corner of said Quarter Quarter Section and measure thence  Westwardly
along the Northerly  line of said Quarter  Quarter  Section,  817 feet;  measure
thence  Southwardly  in a straight line to a point which point is 657 feet South
of the Northerly line of said Quarter Quarter Section and 840.5 feet West of the
Easterly line of said Quarter Quarter  Section;  measure thence  Eastwardly in a
straight line to a point in the East line of said Quarter  Quarter Section which
point is 650 feet South of the Northeast  corner of said Quarter Quarter Section
and measure thence  Northwardly  along the Easterly line of said Quarter Quarter
Section 650 feet to the point of beginning,  excepting all coal  underlying said
land, situated in the County of Montgomery and State of Illinois.


Tract Three:  That part of the  Southeast  Quarter of the  Northeast  Quarter of
Section Nine (9) in Township Seven (7) North,  Range Three (3) West of the Third
Principal Meridian, bounded and described as follows: Beginning at the Northeast
corner of said Quarter  Quarter  Section;  measure thence  Westwardly  along the
Northerly  line of said Quarter  Quarter  Section,  632.3 feet;  measure  thence
Southwestwardly  along the Southerly line of the New York, Chicago and St. Louis
Railroad Company, 25.2 feet; thence Southwardly parallel to the Easterly line of
said Quarter Quarter Section, 258 feet; thence deflecting to the left 69 degrees
45 minutes,  measure  Southeastwardly  205.5 feet;  measure  thence  Southwardly
parallel with the East line of said Quarter Quarter Section,  240 feet;  measure
thence  Eastwardly,  parallel  with the Northerly  line of said Quarter  Quarter
Section, 461 feet and measure thence Northwardly along the Easterly line of said
Quarter  Quarter  Section,  562.5 feet to the point of beginning;  excepting the
coal  underlying  said land,  situated in the County of Montgomery  and State of
Illinois; AND


<PAGE>

The West 4 acres,  of even  width,  of the  Southwest  Quarter of the  Southeast
Quarter of Section Ten (10), and the Southeast  Quarter of the Southwest Quarter
of Section Ten (10),  excepting  from said Quarter  Quarter  Section the Traylor
Cemetery,  and the  Southwest  Quarter of the  Southwest  Quarter of Section Ten
(10),  excepting from said Quarter Quarter Section a parcel of land described as
follows:  Beginning at the Southwest corner of said Quarter Quarter Section, and
measure thence Eastwardly 1060 feet along the South line of said Quarter Quarter
Section,  measure thence  Northwardly at right angles,  330 feet, measure thence
Westwardly  at right  angles,  460 feet,  measure  thence  Northwardly  at right
angles,  180 feet,  measure thence Westwardly at right angles, 300 feet, measure
thence Northwardly at right angles, 360 feet, measure thence Westwardly at right
angles,  300 feet to the Westerly  line of said  Quarter  Quarter  Section,  and
measure  thence  Southwardly  880 feet along the  Westerly  line of said Quarter
Quarter Section to the point of beginning,  and a part of the Southeast  Quarter
of the Southeast  Quarter of Section Nine (9), bounded and described as follows:
Commencing at the Northwest corner of said Quarter Quarter Section,  and measure
thence  Southwardly  along the Westerly line of said Quarter Quarter Section 660
feet,  measure thence  Northeastwardly in a straight line to a point which point
is 481 feet East of the West line of said Quarter  Quarter  Section and 420 feet
South of the Northerly  line of said Quarter  Quarter  Section,  measure  thence
Northwardly  420 feet  parallel to the  Westerly  line of said  Quarter  Quarter
Section,  measure  thence  Westwardly  481 feet along the Northerly line of said
Quarter  Quarter  Section to the point of beginning;  all of the above described
real estate being situated in Township Seven (7) North,  Range Three (3) West of
the Third Principal Meridian, in Montgomery County, Illinois; excepting the coal
underlying all of the above described land; AND

The South  Half of the South  Half of the  Northwest  Quarter  of the  Northeast
Quarter of Section  Twenty-two (22), and the Southwest  Quarter of the Northeast
Quarter of Section Twenty-two (22),  excepting from said Quarter Quarter Section
a tract of land 25 1/2 rods  square out of the  Southwest  corner  thereof,  and
further excepting from said Quarter Quarter Section the Southeast Quarter of the
Southwest Quarter of the Northeast  Quarter of said Section  Twenty-two (22) all
in  Township  Seven (7)  North,  Range  Three  (3) West of the  Third  Principal
Meridian,  further  excepting  all coal  underlying  all of the above  described
premises, situated in the County of Montgomery and State of Illinois; AND

The South 78O feet, of even width,  of the East Half of the North  three-fourths
of the West Half of the Northeast Quarter of Section Four (4), and the South 540
feet, of even width,  of the Northwest  Quarter of the Southwest  Quarter of the
Northeast  Quarter of Section  Four (4) all in Township  Seven (7) North,  Range
Three  (3) West of the  Third  Principal  Meridian,  situated  in the  County of
Montgomery  and  State of  Illinois,  excepting  the coal  from all of the above
described land; AND

The  Northwest  Quarter of the  Southwest  Quarter of  Section  Fifteen  (15) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
except the coal underlying  said land,  situated in the County of Montgomery and
State of Illinois; AND

The  Northwest  Quarter  of the  Southwest  Quarter of  Section  Three (3);  the
Southwest  Quarter of the  Northwest  Quarter of Section Three (3); and the West
Half of the  Northwest  Quarter of the  Northwest  Quarter of Section Three (3),
excepting from the last described Half Quarter  Quarter  Section,  the following
described  tract:  Commencing at the Northwest corner of said Section Three (3),
and  measure  Southwardly  along  the West line of  Section  Three (3) 239 feet;
measure thence Eastwardly parallel with the North line of said Section Three (3)
540 feet;  measure  thence  Northwardly  parallel  with the Western line of said
Section Three (3) 239 feet; and measure thence  Westwardly  along the North line
of said Section Three (3) 540 feet to the point of  beginning.  All of said land
being in Township Seven (7) North,  Range Three (3) West of the Third  Principal
Meridian, situated in the County of Montgomery and State of Illinois; AND


<PAGE>

The Southwest  Quarter of the Northwest Quarter of Section Fifteen (15); part of
the Southeast Quarter of the Northeast Quarter of Section Sixteen (16),  bounded
and  described  as follows:  Beginning at the  Northeast  corner of said Quarter
Quarter  Section,  and measure thence South 660 feet along the East line of said
Quarter  Quarter  Section;  thence West 800 feet parallel with the North line of
said Quarter Quarter Section;  thence North 660 feet parallel with the East line
of said Quarter  Quarter  Section;  thence East 800 feet along the North line of
said Quarter  Quarter  Section to the point of beginning;  the South Half of the
Southwest  Quarter of the Southwest  Quarter of the Northeast Quarter of Section
Sixteen  (16);  a part of the  Northwest  Quarter  of the  Southeast  Quarter of
Section Sixteen (16), bounded and described as follows:  Beginning at the center
of said Section Sixteen (16), and measure thence South 8 rods along the Westerly
line of said Quarter Quarter Section; measure thence Eastwardly 15 rods parallel
with the Northerly  line of said Quarter  Quarter  Section;  thence South 1 rod;
thence East 65 rods  parallel with the  Northerly  line of said Quarter  Quarter
Section;  thence  North 9 rods along the Easterly  line of said Quarter  Quarter
Section to the Northeast corner of said Quarter Quarter Section;  thence West 80
rods  along the  North  line of said  Quarter  Quarter  Section  to the point of
beginning,  all in Township  Seven (7) North,  Range Three (3) West of the Third
Principal  Meridian,  except the coal underlying said real estate with the right
to mine and remove the same; AND

The Southwest  Quarter of the Southwest Quarter of Section Three (3) in Township
Seven (7) North,  Range Three (3) West of the Third Principal  Meridian,  except
that part of said Quarter Quarter Section conveyed to the New York,  Chicago and
St. Louis Railroad Company by deed dated April 15, 1929, recorded in Deed Record
159 at Page 194, situated in the County of Montgomery and State of Illinois;

Also,  that part of the Southeast  Quarter of the  Southwest  Quarter of Section
Three  (3) in  Township  Seven  (7)  North,  Range  Three  (3) West of the Third
Principal  Meridian  which lies  Northwest  of the right of way of the New York,
Chicago  and St.  Louis  Railroad  Company  and  Northwest  of that part of said
Southeast Quarter of the Southwest Quarter of said Section Three (3) conveyed to
the New York,  Chicago and St.  Louis  Railroad  Company by Deed dated April 15,
1929, recorded in Book 159 of Deeds at Page 194; excepting,  however,  from said
part of the  Southeast  Quarter of the  Southwest  Quarter of said Section Three
(3), the tract of land conveyed by Jacob Frick and wife to the New York, Chicago
and St. Louis  Railroad  Company by Deed dated April 13, 1929,  recorded in Deed
Record  159 at page  196,  situated  in the  County of  Montgomery  and State of
Illinois; AND

Also, the Southwest Quarter of the Northeast Quarter of the Southwest Quarter of
Section Three (3),  Township Seven (7) North,  Range Three (3) West of the Third
Principal Meridian, situated in the County of Montgomery and State of Illinois;

Excepting,  from all of the above described land, all coal underlying said land;
AND

The East Half of the Northwest Quarter of the Northwest Quarter of Section Three
(3) in Township  Seven (7) North,  Range  Three (3) West of the Third  Principal
Meridian;  also the South Half of the Southwest  Quarter of Section  Thirty-four
(34) in Township  Eight (8) North,  Range Three (3) West of the Third  Principal
Meridian,  excepting the East 990 feet, of even width, of the South 330 feet, of
even width, of said Half Quarter  Section,  situated in the County of Montgomery
and State of Illinois; AND

The  South  Half of the West  Half of the  Northwest  Quarter  of the  Northeast
Quarter and the  Southeast  Quarter of the  Northeast  Quarter of the  Northwest
Quarter all in Section Ten (10),  Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian,  except all coal underlying said land, situated
in the County of Montgomery and State of Illinois; AND


<PAGE>

The East Half of the  Southeast  Quarter  of the  Southeast  Quarter  of Section
Sixteen  (16) in  Township  Seven (7) North,  Range  Three (3) West of the Third
Principal  Meridian,  and the Northwest  Quarter of the Southeast Quarter of the
Southeast  Quarter of said Section Sixteen (16), and also the Northwest  Quarter
of the  Southeast  Quarter of said Section  Sixteen  (16),  except the following
three tracts:

          1. A strip of land of uniform width of 9 rods off of the North Side of
          said  Northwest  Quarter  of the  Southeast  Quarter  of said  Section
          Sixteen (16);



          2. A tract of land  beginning 9 rods South of the Northwest  corner of
          said  Northwest  Quarter  of the  Southeast  Quarter  of said  Section
          Sixteen (16) and running  thence South Sixteen (16) rods;  thence East
          15 rods;  thence  North 16 rods;  thence  West 15 rods to the point of
          beginning; and



          3. A tract of land beginning at the Southwest  corner of the Northwest
          Quarter of the Southeast Quarter of said Section Sixteen (16); running
          thence East 1325 feet:  thence -North 460 feet, thence West 1091 feet;
          thence North 472 feet; thence West 234 feet; thence South to the point
          of beginning, containing approximately 16.52 acres.


Also, the Northwest Quarter of the Southwest Quarter of the Southwest Quarter of
Section  Fifteen (15) in Township  Seven (7) North,  Range Three (3) West of the
Third  Principal  Meridian,  situated in the County of  Montgomery  and State of
Illinois, except all coal underlying all of the above described real estate; AND

The South 30 acres, of even width, of the East Half of the Northeast  Quarter of
Section Four (4) in Township Seven (7) North,  Range Three (3) West of the Third
Principal Meridian,  situated in the County of Montgomery and State of Illinois,
except all coal underlying said land; AND

The South Half of the Northeast Quarter of the Northeast Quarter of Section Nine
(9),  and the South  Half of the East Half of the  East,  Half of the  Northwest
Quarter of the Northeast  Quarter of Section Nine (9) all in Township  Seven (7)
North, Range Three (3) West of the Third Principal Meridian,  excepting from all
of the above described land the following four parcels of real estate:  (1.) The
right of way granted The Toledo,  Cincinnati and St. Louis  Railroad  Company by
Warranty Deed from Leander Crihfield, filed December 27, 1882 in Deed Record 44,
page 313;  (2.) The land  conveyed by H. L. Sharp and Hattie B. Sharp to the New
York, Chicago and St. Louis Railroad Company by Warranty Deed recorded April 29,
1929 in  Deed  Record  159,  page  192;  (3.) A part  of the  North  Half of the
Northeast  Quarter of said Section Nine (9) in Township  Seven (7) North,  Range
Three (3) West,  bounded and  described as follows:  Beginning at the  Southwest
corner of the Northeast  Quarter of the  Northeast  Quarter of said Section Nine
(9),  measure  thence  Westwardly  along the South line of the North Half of the
Northeast  Quarter of said Section Nine (9), 362 feet, more or less, to the West
line of the  South  Half of the  East  Half of the  East  Half of the  Northwest
Quarter  of the  Northeast  Quarter of said  Section  Nine (9),  measure  thence
Northwardly  at right  angles,  214 feet,  measure  thence  Eastwardly  at right
angles,  275 feet, measure thence Southwardly at right angles, 114 feet, measure
thence Eastwardly at right angles, 90 feet,  measure thence Northwardly at right
angles,  200 feet,  measure thence  Eastwardly at


<PAGE>

right  angles,  630 feet to the center line of the Public Road,  measure  thence
Southwardly  and  Westwardly  curving  with the center  line of said Public Road
along said center line of Public  Road to the point of  beginning;  and (4.) All
coal  underlying the above  described  land. All of the above  described land is
situated in the County of Montgomery and State of Illinois; AND

That part of the South  Twenty-four  (24) rods of the  Northeast  Quarter of the
Southeast  Quarter of Section  Twenty-three  (23) in  Township  Seven (7) North,
Range Three (3) West of the Third Principal Meridian which lies Southeasterly of
the Westerly side of the East Fork of Shoal Creek,  excepting all coal below the
depth of 125 feet.  All of the above real estate being situated in the County of
Montgomery and State of Illinois; AND

The  Southeast  Quarter  of the  Southwest  Quarter of  Section  Eleven  (11) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian.

And also, the Southwest  Quarter of the Southeast Quarter of said Section Eleven
(11), excepting the following two tracts:

     1. The North 660 feet of the East 995 feet of said last  described  Quarter
     Quarter Section, and



     2. The West  397  feet of the East 665 feet of the  South  649 feet of said
     last described Quarter Quarter Section situated in the County of Montgomery
     and State of Illinois,  excepting all coal  underlying the above  described
     premises and the right to mine and remove the same; AND


The Northeast  Quarter of the Northwest  Quarter of Section Four (4) in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian, excepting
the North 1075 feet, of even width,  of said Quarter  Quarter  Section;  and the
West 7 1/2  acres,  in the form of a  rectangle,  of the North Half of the North
Half of the Southeast  Quarter of the  Northwest  Quarter of Section Four (4) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
except all coal  underlying  all of the above  described  land,  situated in the
County of Montgomery and State of Illinois; AND

All that part of the Northwest  Quarter of the Northwest  Quarter of Section Ten
(10),  Township  Seven (7) North,  Range  Three (3) West of the Third  Principal
Meridian which lies South of the existing right of way and tracts of land deeded
to and  owned  by the New York  Central  and St.  Louis  Railroad  Company;  the
Southwest  Quarter of the  Northwest  Quarter;  the North Half of the  Northeast
Quarter of the Northwest Quarter; the Southwest Quarter of the Northeast Quarter
of the Northwest Quarter;  the Northwest Quarter of the Southeast Quarter of the
Northwest  Quarter;  the South Half of the  Southeast  Quarter of the  Northwest
Quarter;  the  Northwest  Quarter  of the  Northwest  Quarter  of the  Northeast
Quarter, all in Section Ten (10), Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian.

Also,  that part of the Southeast  Quarter of the  Southwest  Quarter of Section
Three (3), Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian  which lies South and East of the existing right of way of the New York
Central and St. Louis Railroad  Company;  the Southwest Quarter


<PAGE>

of the  Southwest  Quarter of the  Southeast  Quarter  of  Section  Three (3) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
excepting, however, from said Southeast Quarter of the Southwest Quarter of said
Section Three (3) and said  Southwest  Quarter of the  Southwest  Quarter of the
Southeast  Quarter of said Section  Three (3), the  following  described  tract:
Beginning at the  Northeast  corner of the  Southwest  Quarter of the  Southwest
Quarter of the  Southeast  Quarter of said  Section  Three (3);  measure  thence
Southwardly along the East line of said Quarter Quarter Quarter Section,  169.17
feet;  measure  thence  Westwardly  690 feet parallel with the Southerly line of
said Section Three (3); measure thence  Northwardly 634.2 feet parallel with the
North-South  Half  Section  line of said  Section  Three  (3) to a point  in the
Southerly  line of the public road;  measure  thence  Easterly along and curving
with the Southerly line of said public road 30 feet to the  intersection of said
Southerly  line of the public road with said  North-South  Half  Section line of
said Section Three (3); and measure thence  Southwardly  along said  North-South
Half  Section  line to the  Northwest  corner of said  Southwest  Quarter of the
Southwest  Quarter of the  Southeast  Quarter  of said  Section  Three (3);  and
measure thence  Eastwardly along the Northerly line of said Southwest Quarter of
the Southwest  Quarter of the  Southeast  Quarter of said Section Three (3), 660
feet to the point of beginning,  situated in the County of Montgomery  and State
of Illinois; excepting coal underlying all of the above described land; AND

The  Southeast  Quarter of the  Southwest  Quarter of the  Southeast  Quarter of
Section Three (3), and the East Half of the  Northwest  Quarter of the Northeast
Quarter of Section Ten (10),  all in Township  Seven (7) North,  Range Three (3)
West of the Third Principal Meridian,  except the coal underlying said premises,
situated in the County of Montgomery and State of Illinois; AND

The  Northwest  Quarter of the  Southeast  Quarter of  Section  Fifteen  (15) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
excepting all coal underlying  said land,  situated the County of Montgomery and
State of Illinois; AND

Part of the West Half of the  Southeast  Quarter  of the  Northeast  Quarter  of
Section Twenty-two (22) in Township Seven (7) North, Range Three (3) West of the
Third  Principal  Meridian,  described as follows:  Beginning,  at the Northeast
corner of said Half Quarter Quarter  Section;  thence  Westwardly 700 feet along
the Northerly line of said Half Quarter Quarter Section;  thence Southwardly 335
feet  parallel  with the  Easterly  line of said Half Quarter  Quarter  Section;
thence  Eastwardly  440 feet  parallel  with the North line of said Half Quarter
Quarter Section;  thence Southwardly 335 feet parallel with the Easterly line of
said Half Quarter Quarter Section;  thence Eastwardly 242 feet parallel With the
Northerly line of said Half Quarter Quarter Section; thence Northwardly 670 feet
along the  Easterly  line of said Half Quarter  Quarter  Section to the point of
beginning,  excepting the coal  underlying said tract with the right to mine and
remove the same, situated in the County of Montgomery and State of Illinois; AND

The Northwest  Quarter of the Northwest  Quarter of the Northeast Quarter of the
Northeast Quarter of Section  Twenty-one (21) in Township Seven (7) North, Range
Three  (3) West of the  Third  Principal  Meridian,  situated  in the  County of
Montgomery and State of Illinois; AND

The North  Half of the  Southeast  Quarter of the  Northwest  Quarter of Section
Twenty-two  (22) in Township Seven (7) North,  Range Three (3) West of the Third
Principal Meridian,  situated in the County of Montgomery and State of Illinois,
except all coal underlying said land with the right to remove the same; AND

The  Northeast  Quarter  of the  Southwest  Quarter of  Section  Eleven  (11) in
Township Seven (7) North, Range Three (3) West of the Third Principal  Meridian,
except the coal underlying  said land,  situated in the County of Montgomery and
State of Illinois; AND


<PAGE>

The  Southeast  Quarter  of the  Southeast  Quarter  of  Section  Ten (10);  the
Southwest Quarter of the Southwest Quarter of Section Eleven (11); and the North
Half of the Northeast  Quarter of the Northeast Quarter of Section Fifteen (15),
all in Township  Seven (7) North,  Range  Three (3) West of the Third  Principal
Meridian,  except the coal  underlying  the premises,  situated in the County of
Montgomery and State of Illinois; AND

The East Half of the Northwest Quarter of Section Fifteen (15) in Township Seven
(7) North, Range Three (3) West of the Third Principal Meridian, except all coal
underlying  said  premises,  situated in the County of  Montgomery  and State of
Illinois; AND

The South 32 acres,  of even width,  of the  Northeast  Quarter of the Northwest
Quarter of Section Three (3) in Township  Seven (7) North,  Range Three (3) West
of the Third Principal  Meridian,  except all coal underlying the said premises,
situated in the County of Montgomery and State of Illinois, except: Beginning at
the   Southeast   Corner  of  said  Quarter   Quarter   Section,   thence  South
89(degree)50'51"  West 100.00 feet along the South line of said Quarter Section;
thence North  0(degree)58'14"  East 250.00 feet;  thence North  89(degree)50'51"
East  100.00  feet to the  East  line  of said  Quarter  Section;  thence  South
0(degree)58'14"  West 250.00 feet along the East line of said Quarter Section to
the point of beginning;  said  description  being taken from that survey made on
the 17th day of  January,  1984,  by Robert E. French and  recorded  January 20,
1984,  as Document  No.  285361 in the Office of  Recorder of Deeds,  Montgomery
County,  Illinois,  in Book Two of Surveys,  at Page Two, said tract  containing
0.57 acres; AND

That part of the Northwest  Quarter of the Northwest  Quarter of Section Fifteen
(15) in Township  Seven (7) North,  Range Three (3) West of the Third  Principal
Meridian, bounded and described as follows: Beginning at the Northeast corner of
said Quarter  Quarter  Section and measure thence  Westwardly 264 feet along the
Northerly line of said Quarter  Quarter  Section;  thence  Southwardly  664 feet
parallel to the Easterly line of said Quarter Quarter Section; thence Westwardly
392 feet  parallel  with the  Northerly  line of said Quarter  Quarter  Section;
thence  Northwestwardly  in a straight line 256 feet to a point,  which point is
645  feet  East of the  West  line  of  said  Quarter  Quarter  Section;  thence
Westwardly  605 feet parallel with the  Northerly  line of said Quarter  Quarter
Section;  thence  Southwardly  417 feet  parallel with the Westerly line of said
Quarter Quarter Section; thence Southeastwardly in a straight line to a point in
the Southerly line of said Quarter  Quarter Section which point is 990 feet East
of the Southwest corner of said Quarter Quarter Section; thence Eastwardly along
the Southerly line of said Quarter  Quarter  Section to the Southeast  corner of
said Quarter Quarter Section; thence Northwardly along the Easterly line of said
Quarter  Quarter  Section to the point of beginning,  except the coal underlying
said premises, situated in the County of Montgomery and State of Illinois; AND

All coal  below  the  depth of 125  feet  under  the  surface  of the  following
described tracts of land:

     The Northeast  Quarter of the Southwest Quarter of the Southeast Quarter of
     Section Ten (10);

     The Northwest  Quarter of the Southeast Quarter of the Southeast Quarter of
     Section Ten (10);

     The West Half of the  Northeast  Quarter  of the  Southeast  Quarter of the
     Southeast Quarter of Section Ten (10);

     The North Half of the  Southeast  Quarter of the  Southwest  Quarter of the
     Southeast Quarter of Section Ten (10)

     The North Half of the  Southwest  Quarter of the  Southeast  Quarter of the
     Southeast Quarter of Section Ten (10); and


<PAGE>

     The Northwest  Quarter of the Southeast Quarter of the Southeast Quarter of
     the Southeast Quarter of Section Ten (10);

     Together with the right to mine and remove the same,  and the right to mine
     and  remove  so  much  and so  much  only of  other  minerals  as it may be
     desirable  or  necessary  to mine and remove in order to properly  mine and
     remove such coal,  and the right to conduct  mining  operations  under said
     tracts of land therefor, and the right to use all rooms, entries and mining
     ways under said  tracts of land as and for mining  ways,  to and from other
     beds of coal in other lands.

     All in  Township  Seven  (7)  North,  Range  Three  (3)  West of the  Third
     Principal  Meridian,  situated  in the  County of  Montgomery  and State of
     Illinois; AND

The Northeast  Quarter of the Southeast Quarter of the Northwest Quarter and the
West Half of the West Half of the Southwest  Quarter of the  Northeast  Quarter,
all in Section Ten (10),  Township Seven (7) North,  Range Three (3) West of the
Third Principal Meridian,  except the coal underlying the premises,  situated in
the County of Montgomery and State of Illinois; AND

The  Southeast  Quarter of the  Northeast  Quarter;  South Half of the Northwest
Quarter  of the  Northeast  Quarter;  the South  Half of the  North  Half of the
Northwest  Quarter of the  Northeast  Quarter;  the North Half of the  Southwest
Quarter  of the  Northeast  Quarter;  and the East  Half of the East Half of the
South Half of the  Southwest  Quarter  of the  Northeast  Quarter;  all being in
Section  Fifteen  (15),  Township  Seven (7) North,  Range Three (3) West of the
Third  Principal  Meridian,  situated in the County of  Montgomery  and State of
Illinois, excepting all coal underlying said premises with the right to mine and
remove the same; AND

All coal  underlying  the  surface  of the  following  described  tracts of land
situated  in  Township  Seven  (7)  North,  Range  Three  (3) West of the  Third
Principal Meridian, in the County of Montgomery and State of Illinois:

     The West Half of the Southeast  Quarter of the Northeast Quarter of Section
     Twenty-three (23);

     The East Half of the Southwest  Quarter of the Northeast Quarter of Section
     Twenty-three (23)

     The South Half of the West Half of the  Southwest  Quarter of the Northeast
     Quarter of Section Twenty-three (23); and

     The North Half of the Northwest Quarter of the Southeast Quarter of Section
     Twenty-three (23).

      Together  with the right to mine and remove the said coal and the right to
      mine and  remove so much and so much only of other  minerals  as it may be
      desirable  or  necessary  to mine or remove in order to properly  mine and
      remove  such coal and the right to conduct  mining  operations  under said
      tracts of land therefor and the right to use all rooms, entries and mining
      ways  under said  tracts of land as and for mining  ways to and from other
      coal now owned or hereafter  acquired by the said grantee,  its successors
      and assigns in ownership; AND


<PAGE>

The  Southeast  Quarter of the  Southeast  Quarter of the  Northwest  Quarter of
Section  Eleven  (11) in Township  Seven (7) North,  Range Three (3) West of the
Third  Principal  Meridian  situated  in the County of  Montgomery  and State of
Illinois,  except  all coal  below 125 feet and the right to mine and remove the
same; AND

The Southwest  Quarter of the Northeast Quarter and the Southeast Quarter of the
Northwest Quarter of Section  Twenty-three (23), Township Seven (7) North, Range
Three  (3) West of the  Third  Principal  Meridian  situated  in the  County  of
Montgomery  and  State of  Illinois,  excepting  coal and the  right to mine and
remove the same; AND

The West 15 acres of the South Half of the  Southwest  Quarter of the  Northeast
Quarter of Section Fifteen (15),  Township Seven (7) North, Range Three (3) West
of the Third Principal  Meridian  situated in the County of Montgomery and State
of  Illinois,  except  all coal below 125 feet with the right to mine and remove
the same; AND

The Northeast Quarter of the Southeast Quarter;  the North Half of the Southwest
Quarter;  the Northwest Quarter of the Southeast Quarter;  the North Half of the
Southwest Quarter of the Southeast Quarter,  excepting the West 2 acres thereof,
and the South Half of the Southwest Quarter of the Southeast Quarter,  excepting
2 acres off of and across the West end thereof,  all in Section Ten (10);  also,
the North  Half of the North  Half of the  Northwest  Quarter  of the  Northeast
Quarter of Section  Fifteen (15), all in Township  Seven (7) North,  Range Three
(3) West of the Third Principal Meridian,  except the coal underlying all of the
premises, situated in the County of Montgomery and State of Illinois; AND

The Northwest Quarter of the Southeast  Quarter;  the West Half of the West Half
of the  Northeast  Quarter of the  Southeast  Quarter;  the West 30 acres of the
Southeast  Quarter of the  Northeast  Quarter;  20 acres in a square form in the
Northeast  corner of the  Northeast  Quarter of the Southeast  Quarter;  and the
Southwest  Quarter of the  Northeast  Quarter of the Northeast  Quarter;  all in
Section 23, Township 7 North, Range 3 West of the Third Principal  Meridian,  in
Montgomery County, Illinois,  containing 110 acres, more or less except 20 acres
described as follows:

      From the  Northwest  corner  of the  Southwest  Quarter  of the  Northeast
      Quarter of the  Northeast  Quarter of said Section 23, go Easterly  613.59
      feet,  along the North  line of the  Southwest  Quarter  of the  Northeast
      Quarter  of the  Northeast  Quarter  of said  Section  23,  for a point of
      beginning;  thence  Southwesterly  a distance  of 347.85 feet along a line
      which  makes  an  angle  to the  right  of  119(Degree)  17' from the last
      described line extended;  thence  Southwesterly  a distance of 365.84 feet
      along a line which makes an angle to the right of  0(Degree)  50' 20" from
      the last  described  line  extended;  thence  Southwesterly  a distance of
      195.28 feet along a line which  makes an angle to the right of  10(Degree)
      15' 50" from the last  described  line extended;  thence  Southwesterly  a
      distance  of 147.23  feet along a line which makes an angle to the left of
      19(Degree)  39'  30"  from  the  last  described  line  extended;   thence
      Southwesterly  a distance of 176.32 feet along a line which makes an angle
      to the left of 8(Degree) 56' 30" from the last  described  line  extended;
      thence  Southeasterly a distance of 93.85 feet along a line which makes an
      angle to the left of  22(Degree)  13' 55"  from  the last  described  line
      extended;  thence  Southeasterly  a distance  of 454.50  feet along a line
      which  makes  an  angle  to the  left of  41(Degree)  27' 3" from the last
      described line extended;  thence  Southeasterly  a distance of 168.32 feet
      along a line which makes an angle to the right of 10(Degree)  34' 30" from
      the last  described line  extended;  thence  Easterly a distance of 443.34
      feet along a line which makes an angle to the left of  47(Degree)  38' 20"
      from the last  described  line


<PAGE>

     extended, to the East line of the West 30 acres of the Southeast Quarter of
     the Northeast  Quarter of said Section 23;  thence  Northerly a distance of
     915.80  feet along a line which  makes an angle to the left of 90' from the
     last described  line extended and further  described as being the East line
     of the West 30 acres of the Southeast  Quarter of the Northeast  Quarter of
     said  Section  23, to the North line of the West 30 acres of the  Southeast
     Quarter of the  Northeast  Quarter of said  Section 23;  thence  Westerly a
     distance  of 344.81  feet along a line which  makes an angle to the left of
     90(Degree)  4' 20"  from the  last  described  line  extended  and  further
     described  as being  the North  line of the West 30 acres of the  Southeast
     Quarter of the  Northeast  Quarter of said Section 23;  thence  Northerly a
     distance  of 655.99  feet along a line which makes an angle to the right of
     89(Degree)  44' 20" from the  last  described  line  extended  and  further
     described as being the East line of the Southwest  Quarter of the Northeast
     Quarter of the  Northeast  Quarter of said Section 23, to the North line of
     the Southwest  Quarter of the Northeast Quarter of the Northeast Quarter of
     said Section 23; thence  Westerly a distance of 46.97 feet along said North
     line,  which makes an angle to the left of 90(Degree) 46' 30" from the last
     described  line extended,  to the point of beginning;  containing 20 acres,
     more or less; AND

The Southwest  Quarter of the Northeast  Quarter of Section Ten (10) in Township
Seven (7) North,  Range Three (3) West of the Third Principal  Meridian,  except
ten acres of even width off the West end of said Quarter Quarter  Section,  also
except  all coal  underlying  said land with the right to enter and  remove  the
same, situated in the County of Montgomery and State of Illinois; AND

The Northeast  Quarter of the Northeast  Quarter of Section  Twenty-two  (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian.

Also, the Northeast Quarter of the Southeast Quarter of the Northeast Quarter of
Section  Twenty-two (22),  Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, excepting the following two parcels:


      (A).  Beginning at the Southeast  corner of the  Northeast  Quarter of the
      Southeast  Quarter of the  Northeast  Quarter of said  Section  Twenty-two
      (22),  and measure  thence  Northwardly  along the  Easterly  line of said
      Quarter Quarter Quarter Section,  490 feet;  thence deflecting to the left
      50 degrees measure 190 feet  Northwestwardly;  thence  Westwardly 125 feet
      parallel with the Southerly line of said Quarter Quarter Quarter  Section,
      thence  Southwardly  610  feet  parallel  with the  Easterly  line of said
      Quarter Quarter Quarter Section;  thence Eastwardly 270 feet in a straight
      line to the point of beginning;

      (B).  Commencing at the Southwest  corner of the Northeast  Quarter of the
      Southeast  Quarter of the  Northeast  Quarter of said  Section  Twenty-two
      (22),  measure thence Northwardly 490 feet along the Westerly line of said
      Quarter Quarter Quarter Section, thence deflecting to the right 40 degrees
      measure  Northeastwardly,  108 feet, measure,  thence  Southeastwardly 630
      feet in a straight  line to the  Southerly  line of said  Quarter  Quarter
      Quarter Section,  measure thence Westwardly 280 feet in a straight line to
      the point of beginning

Excepting,  however, all coal, oil, gas and other minerals underlying all of the
above  described  land,  situated  in the  County  of  Montgomery  and  State of
Illinois;  AND

The Southwest Quarter of Section  Twenty-three (23) in Township Seven (7) North,
Range Three (3) West of the Third  Principal  Meridian,  situated in  Montgomery
County, Illinois,  excepting all coal below


<PAGE>

the depth of 125 feet  underlying the above  described  land, and subject to the
reservation of one-half of all oil and gas underlying the South 120 acres of the
above land as shown by  instrument  dated  January  22,  1963,  recorded in Deed
Record 244 at pages 394-396; AND

That part of the  Southeast  Quarter of Section  Nine (9) in Township  Seven (7)
North,  Range  Three  (3) West of the  Third  Principal  Meridian,  bounded  and
described as follows:  The North Half of the Southwest  Quarter of the Northwest
Quarter  of the  Southeast  Quarter  of  said  Section  Nine  (9),  situated  in
Montgomery County, Illinois.

Also,  the  South  Half  of the  East  Three-fourths  of the  North  Half of the
Southeast  Quarter of said Section Nine (9),  and the  Northeast  Quarter of the
Southwest Quarter of the Southeast  Quarter of said Section Nine (9),  excepting
the  following  described  tract:  Beginning  at  the  Southwest  corner  of the
Northeast  Quarter of the  Southwest  Quarter of the  Southeast  Quarter of said
Section Nine (9) for this excepted  tract and measure thence  Northwardly  along
the Westerly line of the East Half of the West Half of the Southeast  Quarter of
said Section  Nine (9), 18 feet;  thence  deflecting  to the right 59 degrees 19
minutes,  measure  Northeastwardly  321.5 feet; thence deflecting to the left 41
degrees 13 minutes measure 352.5 feet Northwardly;  thence deflecting 14 degrees
41 minutes to the left,  measure  298 feet  Northwardly;  thence  deflecting  82
degrees 57 minutes to the left,  measure  422.5  feet  Westwardly;  and  measure
thence  Southwardly  871.5 feet along said Westerly line of the East Half of the
West Half of the  Southeast  Quarter  of said  Section  Nine (9) to the point of
beginning for this exception, except all coal, with the right to mine and remove
the same, all situated in Montgomery County, Illinois; AND


Seven (7) North, Range Three (3) West of the Third Principal Meridian,  situated
in the The Northwest  Quarter of the Southwest  Quarter in Section  Eleven (11),
Township  County of  Montgomery  and State of Illinois,  excepting  the coal and
other minerals underlying the surface of said land.


<PAGE>


                          GRAND TOWER PLANT (P186-187)


The following  described  real estate in Township Ten South  (T10S),  Range Four
West (R4W) of the Third Principal Meridian (3rd P.M.), Jackson County, Illinois:

The  fractional  East Half (E 1/2) of the Northeast  Quarter (NE 1/4) of Section
Fourteen  (14),  and the  Northwest  Quarter (NW 1/4) of Section  Thirteen  (13)
Township Ten (10) South, Range Four (4) West of the Third Principal Meridian, in
the County of Jackson  and State of  Illinois,  except the  right-of-way  of the
Illinois Central Railroad,  and except also Lots Four (4) and Eight (8) of Jacob
Kunce's  Subdivision of Part of the Northeast (NE)  fractional  Quarter (1/4) of
Section Fourteen (14), Township Ten (10) South, Range Four (4) West of the Third
Principal Meridian,  in the County of Jackson and State of Illinois, as shown by
plat  recorded in the office of the  Recorder of Deeds of said county in Book 3,
Page  327,  and as shown  on plat of Jacob  Kunce's  Second  Subdivision  of the
fractional Southeast Quarter (SEI/4) of the Northeast Quarter (NE1/4) of Section
Fourteen  (14),  Township  Ten (10)  South,  Range  Four  (4) West of the  Third
Principal  Meridian in the County of Jackson and State of Illinois,  recorded in
said Recorder's office in Book 7 of Miscellaneous Records, Page 68; AND

A tract of land bounded as follows: Beginning at a stone at the Northeast corner
of the  Southeast  Quarter of Section  Fourteen  (14),  Township Ten (10) South,
Range Four (4) West of the Third  Principal  Meridian,  in the County of Jackson
and State of Illinois,  and running thence  Westwardly Five Hundred  Thirty-five
and  five-tenths  (535.5) feet along the North line of said Quarter Section to a
point Fifty (50) feet Eastwardly  from the East bank of the  Mississippi  River;
thence  Southerly along a line parallel to and Fifty (50) feet distant from said
River bank to a point Nine Hundred  Seventy-one  and  eight-tenths  (971.8) feet
South of the South line of said Quarter  Section,  said point being on the North
line of the property  known as the S. H.  Webster  property;  thence  Eastwardly
along the North line of said Webster property,  Six Hundred Two and eight-tenths
(602.8)  feet to the  West  line of the  right  of way of the  Illinois  Central
Railroad Company; thence in a Northwardly direction along said West right-of-way
line to the North line of the Southwest Quarter of Section Thirteen (13) of said
Township and Range;  thence  Westwardly  along the North line of said  Southwest
Quarter of Section  Thirteen  (13),  Three  Hundred  Fifty-five  and  six-tenths
(355.6)  feet to the place of  beginning;  said real  estate  being  situated in
Sections Thirteen (13), Fourteen (14), Twenty-three (23) and Twenty-four (24) of
Township Ten (10) South, Range Four (4) West of the Third Principal Meridian, in
Jackson County,  Illinois. It being intended by the above description to include
all  that  part of the  Southwest  Quarter  of  Section  Thirteen  (13)  and the
Southeast  Quarter of Section  Fourteen (14),  the Northwest  Quarter of Section
Twenty-four (24) and the Northeast  Quarter of Section  Twenty-three  (23) lying
north of a line nine hundred seventy one and eight-tenths  (971.8) feet south of
the north line of Sections Twenty-three (23) and Twenty-four (24), and extending
from the  West  boundary  line of the  Illinois  Central  right of way to a line
parallel to and fifty (50) feet  distant  from the east bank of the  Mississippi
River, it being  understood that if there are any accretions,  same shall belong
to the  grantee,  saying and  excepting  at all times a strip fifty (50) feet in
width along the east bank of the Mississippi River; AND

A strip of land 50 feet in width lying immediately  eastwardly from and parallel
to the high bank of the  Mississippi  River  extending  from the point where the
high bank of said  river on  October  4,  1890,  crossed  the North  line of the
Southeast  Quarter (SE 1/4) of Section Fourteen (14) of Township Ten (10) South,
Range Four (4) West;  thence  southeasterly to the point where said high bank on
said date  crossed


<PAGE>

the East line of the  Northeast  Quarter (NE 1/4) of Section  Twenty-four  (24),
Township Ten (10) South,  Range Four (4) West,  together with all the accretions
thereto; AND

A strip of land in Section  Twenty-three  (23),  Township Ten (10) South,  Range
Four (4) West  being  One (1) rod in width  and  lying  between  the bank of the
Mississippi  River as it  existed  on  October  4,  1898,  and the lands in said
Section  on said date  conveyed  by the Big Muddy  Coal & Iron  Company  to John
Jennings,  Laura R. Jennings and Conrad  Jennings by deed recorded in Book 43 at
Page 309 thereof in the Recorder's  Office of Jackson  County,  Illinois,  which
deed is by reference included herein, together with all accretions thereto; AND

The South  3,990.84  feet,  of the  Illinois  Central  Gulf  Railroad  Company's
abandoned  Murphysboro  District  right-of-way and property situated in the West
Half (W 1/2) of Section Thirteen (13) and in the Northeast portion of Fractional
Section Fourteen (14), Township Ten (10) South, Range Four (4) West of the Third
Principal  Meridian,  Jackson County,  Illinois,  said parcel of land being 100'
wide, 50' in width on either side of the centerline of the Illinois Central Gulf
Railroad  Company's   Murphysboro  District  main  track  as  formerly  located,
extending  northerly  and  northwesterly  from the South  line of the  Southwest
Quarter  (SW 1/4) of the  Southwest  Quarter (SW 1/4) of said  Section  Thirteen
(13),  a total  distance  of  approximately  3,990.84'  as  measured  along said
centerline of main track to a point on said  centerline  1480.00' South of where
said centerline extended on to the Northwest intersects the North sectional line
of said Section Fourteen (14) at a point 602.82' West of the Northeast corner of
said Section Fourteen (14). Said property also being described as follows:

All of the  Illinois  Central  Gulf  Railroad  Company's  abandoned  Murphysboro
District right-of-way, lying in the West 1/2 of Section 13, T10S, R4W of the 3rd
P.M.,  and also the  Southerly  161.39'  of said  former  Railroad  right-of-way
situated  in the  Northeast  Quarter  (NE 1/4) of Section 14,  T10S,  R4W;  more
particularly described as follows:

Commencing  at the  Northeast  corner of Section 14, T10S,  R4W, said point also
being the Northwest corner of Section 13, T10S, R4W; thence West along the North
line of Section 14,  T10S,  R4W,  said line also being the South line of Section
11, T10S,  R4W, a distance of 602.82' to a point lying on the centerline of said
Illinois  Central  Gulf  Railroad  Company's  abandoned   Murphysboro   District
right-of-way;   thence   South   21(degree)30'52"   East  along  said   railroad
right-of-way  centerline  a  distance  of  144.38'  to  a  point;  thence  South
21(degree)33'00" East a distance of 1335.62' for the point of beginning;  thence
continuing South  21(degree)33'00"  East a distance of 161.39' to a point on the
East line of  Section  14,  T10S,  R4W,  said  line also  being the West line of
Section 13, T10S,  R4W, said point lying 1526.68' South of the Northeast  corner
of Section 14, T10S, R4W, said corner also being the Northwest corner of Section
13, T10S, R4W; and thereafter  continuing into the Northwest Quarter (NW 1/4) of
Section 13, T10S, R4W as follows:

All of the  Illinois  Central  Gulf  Railroad  Company's  abandoned  Murphysboro
District  right-of-way,  being  100.00' in width,  50.00'  right and left of the
following described centerline:

Commencing  at the  Northwest  corner of Section 13, T10S,  R4W, said point also
being the Northeast corner of Section 14, T10S, R4W; thence South along the West
line of Section 13, T10S, R4W; said line also being the East line of Section 14,
T10S,  R4W, a  distance  of  1526.68'  to a point on the  railroad  right-of-way
centerline,  for the point of beginning;  South 21(degree)33'00" East along said
centerline a distance of 919.90' to a point of a  01(degree)00'00"  curve to the
right,  concave  to  the  Southwest,   having  a  radius  of  5729.58';   thence
southeasterly  along said  01(degree)00'00"  curve to the right,  chord  bearing
South  19(degree)14'00" East a chord distance of 272.96' to a point lying on the
South line of the Northwest Quarter (NW 1/4),


<PAGE>

Section 13, T10S, R4W, said point lying 427.82' East of the Southwest  corner of
the Northwest  Quarter (NW 1/4),  Section 13, T10S,  R4W, and also lying 427.82'
East and 2640.00' South of the Northwest  corner of Section 13, T10S,  R4W; said
Railroad  right-of-way  containing 3.48 acres in the Northwest Quarter (NW 1/4),
Section 13, T10S,  R4W; and  thereafter  continuing  along said former  Railroad
right-of-way  centerline into the Southwest  Quarter (SW 1/4) of said Section 13
as follows:

All of the  Illinois  Central  Gulf  Railroad  Company's  abandoned  Murphysboro
District  right-of-way,  being  100.00' in width,  50.00'  right and left of the
following described center line extending across the Southwest Quarter (SW 1/4),
Section 13, T10S,  R4W;  commencing  at the  Northwest  corner of the  Southwest
Quarter (SW 1/4),  Section 13, T10S, R4W, said point lying 2640.00' South of the
Northwest  corner of Section 13, T10S,  R4W; thence East along the North line of
the Southwest Quarter (SW 1/4),  Section 13, T10S, R4W, a distance of 427.82' to
a point lying on the center line of said former  Railroad  right-of-way  for the
point of beginning;  thence southeasterly along a 01(degree)00'00"  curve to the
right,  concave to the  Southwest,  having a radius of 5729.58',  chord  bearing
South  12(degree)27'39"  East a chord  distance of  1162.95' to a point,  thence
southwesterly  along said  01(degree)00'00"  curve to the right,  chord  bearing
South 00(degree)14'31" West a chord distance of 1252.61' to a point of tangency;
thence South  07(degree)34'23" West along said center line a distance of 221.03'
to a point lying on the South line of Section 13,  T10S,  R4W,  said point lying
644.33' East of the Southwest  corner of Section 13, T10S, R4 W, said point also
lying  644.33' East and 5280.00'  South of the  Northwest  corner of Section 13,
T10S,  R4W;  said  former  Railroad  right-of-way  containing  6.05 acres in the
Southwest quarter (SW 1/4) of Section 13, T10S, R4W.

All as shown on the plat of survey dated October 25, 1983, said plat having been
certified as true by Sam F. Word, Arkansas Registered Surveyor No. 14.


g:\redocs\cips\grand tower. doc


<PAGE>


                            HUTSONVILLE PLANT (P256)


The following  described real estate in Township Eight North (T8N), Range Eleven
West  (R11W) of the Second  Principal  Meridian  (2nd  P.M.),  Crawford  County,
Illinois:

Lots 3 and 4 in Section Seventeen (17),  Township Eight (8) North,  Range Eleven
(11) West of the Second Principal Meridian,  in the County of Crawford and State
of  Illinois;  also  Lot 9 in  Section  Sixteen  (16),  in  Township  and  Range
aforesaid; also that part of Lot 2 in Section Seventeen (17), Township and Range
aforesaid,  bounded as follows:  Beginning at the Southwest corner of said Lot 2
and running  thence  North along the West line of said  Section 40 rods,  thence
East 80 rods,  thence North to the North line of said Lot 2, thence East on said
line to the Wabash River,  thence down the said River to the Southeast corner of
said Lot 2, and thence West to the place of beginning; AND

Part of the Southeast Quarter of the Southeast Quarter of Section Eighteen (18),
Township  Eight  (8)  North,  Range  Eleven  (11) West of the  Second  Principal
Meridian  in the County of Crawford  and State of  Illinois  bounded as follows:
From the Southeast  corner of said Quarter  Quarter  Section measure North along
the East line of said Section two hundred  eighty-nine and  nine-tenths  (289.9)
feet to a point  in the  Easterly  line of the  right  of way of the  Cleveland,
Cincinnati,  Chicago & St.  Louis  Railway  Company for the place of  beginning;
thence   continuing  the  last  described  course  measure  North  nine  hundred
sixty-seven (967) feet, more or less, to the center of the creek known as "Jenny
Branch"; thence measure Southwestwardly two hundred thirty-five (235) feet, more
or less,  along the center of said Jenny Branch to the said Easterly line of the
right of way of said railway company;  thence measure  Southeastwardly along the
Easterly  line of said right of way eight  hundred  eighty  (880) feet,  more or
less, to the place of beginning.


<PAGE>


                          MEREDOSIA PLANT (P272)(P761)


The  following  described  real estate in Township  Sixteen  North (16N),  Range
Thirteen West (R13W) of the Third Principal Meridian (3rd P.M.),  Morgan county,
Illinois:

All that part of Fractional  Section  Twenty-one  (21), in Township Sixteen (16)
North, Range Thirteen (13) West of the Third Principal Meridian in the County of
Morgan and State of Illinois,  which lies  Southwest of a line which is parallel
to and one hundred fifty (150) feet distant,  measured  Southwestwardly at right
angles,  from the center line of the main track of the Wabash  Railway  Company;
(excepting  that portion of said land which lies Northeast of the  Northeasterly
line of Blocks Numbered Three (B.3), Eight (B.8), and Ten (B.10) in the Original
Town of Meredosia  and the said line  extended,  and Southeast of a line running
parallel  to and eighty (80) feet  distant,  measured  Northwestwardly  at right
angles,  from the  Northwesterly  line of Block No. 2 (B.2) of the said Original
Town of Meredosia and the said line extended); AND

All that part of  Fractional  Section  Twenty-one  (Fr.  Sec.  21),  in Township
Sixteen  North  (T16N),  Range  Thirteen  West,  (R13W) of the  Third  Principal
Meridian  (3rd P.M.),  Morgan  County,  Illinois,  which lies  Northeast  of the
Northeasterly  line of River Block Number One of the Original Town of Meredosia;
Northwest  of a line  which is  parallel  with and  Eighty  (80)  feet  distant,
measured  Northwestwardly at Right Angles, from the Northwesterly line of Blocks
Number Two (B.2) and Three (B.3) of the said  Original  Town of  Meredosia;  and
Southwest  of a line which is  parallel  to and One  hundred  fifty feet  (150')
distant,  measured  Southwestwardly at Right Angles, from the center line of the
Main Track of the Wabash Railway Company; AND

The North  Half of the North Half of  Fractional  Section  Twenty-eight  (28) in
Township  Sixteen (16) North,  Range  Thirteen (13) West of the Third  Principal
Meridian in the County of Morgan and State of Illinois; AND

All that part of the  Northwest  Quarter  of the  Northwest  Quarter  of Section
Twenty-seven (27),  Township Sixteen (16) North, Range Thirteen (13) West of the
Third Principal  Meridian in the County of Morgan and State of Illinois  bounded
as follows: From a stone at the Northwest corner of said section as the place of
beginning,  measure  South along the West line of said Section to the  Southwest
corner of the Northwest Quarter of the Northwest Quarter of said section; thence
measure East eight hundred  seventy-four  and six-tenths  (874.6) feet along the
South  line of said  Quarter-Quarter  Section to a point in the West line of the
right-of-way  of the Wabash Railway  Company,  which is  thirty-three  (33) feet
distant,  measured  Westwardly at right angles, from the center line of the main
track of the  said  Wabash  Railway  Company;  thence  measure  Northwardly  one
thousand three hundred  eighteen and  four-tenths  (1,318.4) feet along the West
line of the  right-of-way  of said Wabash  Railway  Company to the North line of
said Quarter-Quarter  Section;  thence deflecting  eighty-eight (88) degrees and
forty-two (42) minutes to the left,  measure Westwardly eight hundred fifty-five
and  fifty-three   hundredths  (855.53)  feet  along  the  North  line  of  said
QuarterQuarter Section to the place of beginning; AND

All that part of the West Half of the  Southwest  Quarter of Section  Twenty-two
(22),  Township Sixteen (16) North, Range Thirteen (13) West the Third Principal
Meridian in the County of Morgan and State of Illinois bounded as follows:  From
a stone at the  Southwest  corner of said  section  as the  place of  beginning,
measure East eight hundred  thirteen and  fifty-three  hundredths  (813.53) feet
along the South line of said section to a point which is seventy-five  (75) feet
distant,  measured  Westwardly at right angles, from the center line of the main
track of the Wabash Railway Company;  thence deflecting


<PAGE>

ninety-one  (91)  degrees  and  eighteen  (18)  minutes  to  the  left,  measure
Northwardly one thousand five hundred seventy-three and seventy-three hundredths
(1,573.73)  feet along a line which is  parallel to and  seventy-five  (75) feet
distant,  measured  Westwardly at right angles, from the said center line of the
main track of said Wabash Railway Company; thence deflecting ninety (90) degrees
to the left, measured Westwardly  seventy-five (75) feet to a point which is one
hundred (150) feet distant,  measured  Westwardly at right angles, from the said
center  line of the main  track  of the  said  Wabash  Railway  Company;  thence
deflecting ninety (90) degrees to the right,  measure  Northwardly eight hundred
eighty-six and forty-eight  hundredths  (886.48) feet along a curve to the left,
the  radius of which is nine  hundred  ninety-six  and  twenty-eight  hundredths
(996.28)  feet and the tangent of which  makes an angle of ninety  (90)  degrees
with  the  last  described  course  at the  last  described  point to a point of
compound  curve;  thence  measure  Northwestwardly  three  hundred  eighteen and
eighty-seven  hundredths  (318.87) feet along a curve to the left, the radius of
which is three  thousand  six hundred  sixty-nine  and  eighty-three  hundredths
(3,669.83) feet to a point on the West line of said section which is one hundred
fifty (150) feet distant,  measured  Southwestwardly  at right angles,  from the
said center line of the main track of the said Wabash  Railway  Company;  thence
measure  South two  thousand  five  hundred  fifteen and  ninety-one  hundredths
(2,515.91)  feet  along  the said  West  line of said  section  to the  place of
beginning; AND

The  South  Half  of Lot  Six  (6) in  Block  Two  (2) in the  original  Town of
Meredosia, situated in Morgan County, Illinois; AND

Lot Three (3) in Block Two (2) in the original  Town,  now Village of Meredosia,
situated in Morgan County, Illinois; AND

Lot One (1) in Block Nine (9) in the original  Town,  now Village of  Meredosia,
situated in Morgan County, Illinois; AND

Lots One and Two (1 and 2) in Block Two (2) in the original  Town of  Meredosia,
also  Lots Two and  Three (2 and 3) in Block  Nine (9) in the  original  Town of
Meredosia, situated in Morgan County, Illinois; AND

Lot Seven (7) in Block Two (2) in the original  Town,  now Village of Meredosia,
situated in the County of Morgan, and State of Illinois; AND

Lots Four (4) and Five (5) in Block Two (2); and the North One-half (1/2) of Lot
Six (6) in Block Two (2) all in the  original  Town,  now Village of  Meredosia,
situated in the County of Morgan, and State of Illinois; AND

Lots Four (4),  Five (5), and Six (6) in Block Nine (9) of the original  town of
Meredosia, situated in the County of Morgan, and State of Illinois; AND

Grantor's  interest as acquired by Ordinance passed by the Village of Meredosia,
Illinois, dated April 20, 1979 vacating the following:

Each and all of the streets and alleys and parts of streets and alleys which lie
to the North, South, East and West of Blocks Two (2) and Nine (9) as designated,
described and set forth in the original  Plat of the Town of Meredosia  recorded
in the Office of Recorder of Deeds of Morgan County,  Illinois,  on December 27,
1832,  in Deed Record "E" at Pages 348 and 349 and which said  streets and alley
are within the corporate limits of the Village of Meredosia,  Illinois, together
with any and all roadways,


<PAGE>

streets or alleys within the above-described bounds which may have become public
ways by prescription or otherwise, to include:

(a)  That part of the street running along the  Northwesterly  side of Block Two
     (2) as shown on said plat,  the Westerly  boundary of said street being the
     water's edge of the Illinois River.

(b)  That part of the street running along the Northwesterly  side of Block Nine
     (9) and the Southeasterly side of Block Two (2) as shown on said plat.

(c)  That part of the street  running along the Southerly side of Blocks Two (2)
     and Nine (9)  beginning  at the  water's  edge of the  Illinois  River  and
     running  in a  Southeasterly  direction  to the  Easterly  boundary  of the
     original Town of Meredosia.

(d)  That part of the street  running along the Easterly side of Block Nine (9),
     the  Easterly  boundary of said street  being the East line of the original
     Town of Meredosia.

(e)  That part of an alley running in a  Southwesterly  direction  through Block
     Nine (9) along the  Southeasterly  boundary of Lots Four (4), Five (5), and
     Six   (6)   and   the    Northwesterly    boundary   of   an   undesignated
     triangularly-shaped portion of said Block Nine (9).




g:\redocs\cips\meredosia.doc


<PAGE>


                               NEWTON PLANT (P823)

The following  described  real estate in Township Five North (T5N),  Range Eight
East (R8E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois:

The East Half (E 1/2) of Lot #2 of the Northeast Quarter (NE 1/4) of Section Two
(2),  except 420 feet of even width off of the East side thereof;  measured from
the center line of the public road as now located  running North and South along
the East side of said land, Township Five (5) North, Range Eight (8) East of the
Third Principal Meridian, Jasper County Illinois;

Also, the West Half of the Northeast Quarter of said Section Two (2);

Also,  the East Half of the Southwest  Quarter of the Southwest  Quarter of said
Section Two (2);

Also, the North Half of the Southwest Quarter of said Section Two (2);

Also, the Northwest Quarter of said Section Two (2);

Also, the Southeast Quarter of the Southwest Quarter of said Section Two (2);

Also, the West One-half (1/2) of the Southwest  Quarter of the Southwest Quarter
of said Section Two (2); AND

All of Section Three (3) in Township Five (5) North, Range Eight (8) East; AND

The Southeast  Quarter of the Northeast  Quarter of Section Four (4) in Township
Five (5) North,  Range Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois;

Also, the East Half of the Southeast Quarter of said Section Four (4);

Also, the Northwest  Quarter of the Southeast  Quarter of said Section Four (4);
AND

All of Section Ten (10) in Township Five (5) North,  Range Eight (8) East of the
Third Principal Meridian, Jasper County, Illinois; AND

The Southwest Quarter of the Northwest Quarter of Section Eleven (11),  Township
Five (5) North,  Range Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois;

Also,  the  Northwest  Quarter of the Northwest  Quarter of said Section  Eleven
(11);

Also,  the  West  One-half  (1/2) of the West  One-half  (1/2) of the  Northeast
Quarter of the Northwest Quarter of said Section Eleven (11);

Also,  that part of the  Northeast  Quarter  of the  Northwest  Quarter  of said
Section  Eleven  (11),  bounded  and  described  as follows:  Commencing  at the
Northeast  corner of the West One-half  (1/2) of the West One-half  (1/2) of the
Northeast  Quarter of the  Northwest  Quarter of said  Section  Eleven  (11) and
measure  thence  Eastwardly  along the North line of said Section  Eleven (11) a
distance of 550 feet, thence Southwardly parallel with the East line of the West
One-half  (1/2)  of the West  One-half  (1/2) of the  Northeast  Quarter  of the
Northwest  Quarter of said  Section  Eleven (11) a distance of 330 feet,  thence
Westwardly  parallel with the North line of said Section  Eleven (11) a distance
of 550 feet,


<PAGE>

thence  Northwardly  along the East line of the West One-half  (1/2) of the West
One-half (1/2) of the Northeast Quarter of the Northwest Quarter of said Section
Eleven (11) a distance of 330 feet to the place of commencement; AND

The  following  described  real estate in Township Six North (T6N),  Range Eight
East (R8E), of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois;

A strip of land 330 feet of even  width  off the West  side of the East  Half of
Section  One (1),  Township  Six (6)  North,  Range  Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois; AND

A strip of land 330 feet of even  width  off the West  side of the East  Half of
Section Twelve (12),  Township Six (6) North,  Range Eight (8) East of the Third
Principal Meridian,  Jasper County, Illinois;  except that part of the Southwest
Quarter  of the  Southeast  Quarter  of  Section  One (1) and  that  part of the
Northwest  Quarter of the Northeast  Quarter of Section  Twelve (12) in Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, bounded and
described as follows:  Beginning at station 118+65 on the surveyed centerline of
FAS Route 707, Section 48Q Jasper County, State of Illinois,  as recorded in the
Recorders records of Jasper County,  Illinois Subdivision Map Record Book No. 1,
Page 153,  thence  South 40 feet,  thence East 330 feet,  thence  North 80 feet,
thence West 330 feet,  thence South 40 feet to the point of beginning,  situated
in the County of Jasper in the State of Illinois; AND

A strip of land  330  feet of even  width  off the  West  side of the  Northeast
Quarter of Section Thirteen (13),  Township Six (6) North,  Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois;

Also, the North Half of the Southeast Quarter of said Section Thirteen (13);

Also,  the East Half of the Southeast  Quarter of the Southeast  Quarter of said
Section Thirteen (13);

Also, a strip of land 330 feet of even width off the West side of the  Southwest
Quarter of the Southeast Quarter of said Section Thirteen (13); AND

The  Southwest  Quarter  of the  Southeast  Quarter,  and the  West  Half of the
Southeast Quarter of the Southeast  Quarter,  of Section Fifteen (15),  Township
Six (6) North,  Range  Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois; AND

The  East  Half of the  Southeast  Quarter  of the  Northeast  Quarter,  and the
Northeast Quarter of the Southeast Quarter of Section Twenty-one (21),  Township
Six (6) North,  Range  Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois; AND

The Northeast Quarter of Section Twenty-two (22),  Township Six (6) North, Range
Eight (8) East of the Third Principal Meridian, Jasper County, Illinois;

Also,  the South Half of said Section  Twenty-two  (22);  except a tract 13 rods
wide east and west and 12  4/13ths  rods wide  north  and south  located  in the
Northwest Corner of the Southwest  Quarter (SW 1/4) of the Southeast Quarter (SE
1/4);

Also, the Southwest Quarter of the Northwest Quarter of said Section  Twenty-two
(22); except the North One Hundred  Ninety-eight (198) feet of even width of the
Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4)


<PAGE>

Also,  that part of the  Southeast  Quarter  of the  Northwest  Quarter  of said
Section  Twenty-two  (22) bounded and  described as follows:  Commencing  at the
Southeast  corner of the  Southeast  Quarter  of the  Northwest  Quarter of said
Section  Twenty-two  (22),  thence  West along the center  line of said  Section
Twenty-two (22) a distance of 330 feet, thence North parallel with the North and
South center line of said Section Twenty-two (22) a distance of 580 feet, thence
East parallel with the East and West center line of said Section Twenty-two (22)
a distance of 330 feet,  thence  South along the North and South  center line of
said  Section   Twenty-two  (22)  a  distance  of  580  feet  to  the  place  of
commencement; AND

The South Half of the Northeast Quarter of Section  Twenty-three (23),  Township
Six (6) North,  Range  Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois;

Also,  the  Southwest   Quarter  of  the  Northwest   Quarter  of  said  Section
Twenty-three (23);

Also, the South  three-fourths of the Southeast Quarter of the Northwest Quarter
of said Section Twenty-three (23);

Also, the South Half of said Section Twenty-three (23); AND

The North  Half of the  Northeast  Quarter of the  Northeast  Quarter of Section
Twenty-four  (24),  Township  Six (6) North,  Range  Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois;

Also, the South Half of the South Half of the Northeast Quarter of the Northeast
Quarter of said Section Twenty-four (24);

Also, the West Half of the Northeast Quarter of said Section Twenty-four (24);

Also, the North Half of the Northwest  Quarter of the Southeast  Quarter of said
Section Twenty-four (24);

Also, the Southwest Quarter of the Northwest Quarter of the Southeast Quarter of
said Section Twenty-four (24);

Also,  the West Half of said Section  Twenty-four  (24);  except a cemetery plot
beginning 58 rods south of the  Northeast  Corner of the  Northwest  Quarter (NW
1/4) of the  Northwest  Quarter (NW 1/4) of said  Section,  thence South 8 rods,
thence West 4 rods,  thence North 12 rods,  thence  Southeast  to the  beginning
point, containing 1/4 acre;

Also,  the North  One-half  (1/2) of the South  One-half  (1/2) of the Northeast
Quarter of the Northeast Quarter of said Section Twenty-four (24);

Also, the Southeast Quarter of the Northeast Quarter of said Section Twenty-four
(24);

Also, the Southeast Quarter of the Northwest Quarter of the Southeast Quarter of
said Section Twenty-four (24);

Also, the Southwest Quarter of the Southeast Quarter of said Section Twenty-four
(24);

Also, the Southeast Quarter of the Southeast Quarter of said Section Twenty-four
(24);


<PAGE>

Also, the Northeast  Quarter (NE 1/4) of the Southeast  Quarter (SE 1/4) of said
Section Twenty-four (24); AND

The South  Half of the  Northeast  Quarter of the  Southeast  Quarter of Section
Twenty-five  (25),  Township  Six (6) North,  Range  Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois;

Also, the Southeast Quarter of the Southeast Quarter, except one (1) rod off the
West side thereof, of said Section Twenty-five (25);

Also, the North Half of the Southwest Quarter of said Section Twenty-five (25);

Also,  the West Half of the Southeast  Quarter of the Southwest  Quarter of said
Section Twenty-five (25);

Also, the Southwest Quarter of the Southwest Quarter of said Section Twenty-five
(25);

Also, the Northwest Quarter of said Section Twenty-five (25);

Also, the Northeast Quarter of said Section Twenty-five (25),

Also, the North One-half (1/2) of the Northeast Quarter of the Southeast Quarter
of said Section Twenty-five (25);

Also,  the  West  One-half  (1/2)  of the  Southeast  Quarter  of  said  Section
Twenty-five (25);

Also,  One (1) rod of equal width off of the West side of the Southeast  Quarter
of the Southeast Quarter of said Section Twenty-five (25);

Also, the East One-half (1/2) of the Southeast  Quarter of the Southwest Quarter
of said Section Twenty-five (25); AND

All of Section Twenty-six (26),  Township Six (6) North, Range Eight (8) East of
the Third Principal Meridian, Jasper County, Illinois; AND

All of Section Twenty-seven (27) in Township Six (6) North, Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois; AND

The East Half of the Northeast Quarter of Section  Twenty-eight  (28),  Township
Six (6) North,  Range  Eight (8) East of the Third  Principal  Meridian,  Jasper
County, Illinois; AND

All of Section  Thirty-four (34) in Township Six (6) North, Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois; AND

The Northeast Quarter of Section Thirty-five (35), Township Six (6) North, Range
Eight (8) East of the Third Principal Meridian, Jasper County, Illinois;

Also,  the West Half of the Northwest  Quarter of the Southeast  Quarter of said
Section Thirty-five (35);

Also, the South Half of the Southeast Quarter of said Section Thirty-five (35);

Also, the West Half of said Section Thirty-five (35); AND


<PAGE>

The  Northwest  Quarter of the  Northeast  Quarter of Section  Thirty-six  (36),
Township Six (6) North,  Range Eight (8) East of the Third  Principal  Meridian,
Jasper County, Illinois;

Also, the North  three-fourths of the Northwest Quarter of the Northwest Quarter
of said Section Thirty-six (36);

Also, the Northeast Quarter of the Northwest Quarter of said Section  Thirty-six
(36);

Also, the North Half of the Southeast  Quarter of the Northwest  Quarter of said
Section Thirty-six (36); AND

The following  described real estate in Township Seven North (T7N),  Range Eight
East (R8E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois;

All that part of the Southeast Quarter of the Southeast Quarter of the Southwest
Quarter lying South of the South line of the Illinois  Central  Railroad Company
right-of-way in Section  Twenty-four (24), Township Seven (7) North, Range Eight
(8) East of the Third Principal Meridian, Jasper County, Illinois;

Also, all that part of the Southwest  Quarter (SW 1/4) of the Southwest  Quarter
(SW 1/4) of the Southeast  Quarter (SE 1/4) of Section  Twenty-four  (24), lying
South of the South Line of the Illinois  Central  Railroad Company right of way;
in  Township  Seven (7)  North,  Range  Eight  (8) East of the  Third  Principal
Meridian, Jasper County, Illinois; AND

A 330 foot  strip of land of even  width  off the West  side of the West Half (W
1/2) of the Southeast Quarter of Section  Twenty-five  (25),  Township Seven (7)
North,  Range Eight (8) East of the Third  Principal  Meridian,  Jasper  County,
Illinois;

Also, the North Half of the Northeast  Quarter of said Section  Twenty-five (25)
lying South of the South line of the Illinois Central Railroad right-of-way;

Also, a 330 foot strip of land of even width off the West side of the South Half
of the Northeast Quarter of said Section Twenty-five (25);

Also, a 220 foot strip of land of even width off the East side of the  Northeast
Quarter of the Northwest Quarter of said Section Twenty-five (25); AND

A strip 330 feet wide of even width off the West side of the  Northwest  Quarter
(NW 1/4) of the Northeast Quarter (NE 1/4) of Section Thirty-six (36),  Township
Seven (7) North,  Range Eight (8) East of the Third Principal  Meridian,  Jasper
County, Illinois;

Also,  a strip of land  330 feet  wide of even  width  off the West  side of the
Southwest  Quarter (SW 1/4) of the  Northeast  Quarter (NE 1/4) of said  Section
Thirty-six (36);

Also, a strip 330 feet wide of even width off of the West side of the  Southeast
Quarter (SE 1/4) of said Section Thirty-six (36); AND

The following described real estate in Township Six North (T6N), Range Nine East
(R9E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois:

The North  One-half (1/2) of the Southwest  Quarter of the Northwest  Quarter of
Section Seventeen (17), Township Six (6) North, Range Nine (9) East of the Third
Principal Meridian, Jasper County, Illinois;


<PAGE>

Also, the South Half of the Southwest  Quarter of the Northwest  Quarter of said
Section Seventeen (17);

Also, the South Half of the Northwest  Quarter of the Southwest  Quarter of said
Section Seventeen (17); AND

The East  Half of the  North  Half of the  Southeast  Quarter  of the  Northeast
Quarter of Section Eighteen (18), Township Six (6) North, Range Nine (9) East of
the Third Principal Meridian, Jasper County, Illinois;

Also, the South Half of the Southeast  Quarter of the Northeast  Quarter of said
Section Eighteen (18);

Also,  the South Half of the South  one-third of the West Half of the  Northwest
Quarter of the Southwest Quarter of said Section Eighteen (18);

Also, the Northeast  Quarter of the Southwest  Quarter of said Section  Eighteen
(18);

Also, the Southwest  Quarter of the Southwest  Quarter of said Section  Eighteen
(18);

Also, the Northwest  Quarter of the Southeast  Quarter of said Section  Eighteen
(18);

Also, the Southwest  Quarter of the Southeast  Quarter of said Section  Eighteen
(18);

Also,  the East Half of the  Southeast  Quarter of said Section  Eighteen  (18);
except a strip of land beginning at the Southeast corner of said Section, thence
West along the South line of said Section 220 feet,  thence North  parallel with
the East line of said Section 440 feet, thence East 220 feet to the East line of
said  Section,  thence South 440 feet along the East line of said Section to the
place of beginning;

Also,  the East  One-Half  (E 1/2) of the  South  Half (S 1/2) of the  Southwest
Fractional Quarter of Section Eighteen (18),  Township Six (6) North, Range Nine
(9) East of the Third Principal Meridian, Jasper County, Illinois; AND

That part of the Northwest  Quarter of the Southwest Quarter of Section Nineteen
(19),  Township  Six (6)  North,  Range  Nine  (9) East of the  Third  Principal
Meridian, Jasper County, Illinois,  bounded and described as follows:  Beginning
at the  Southwest  corner of the Northwest  Quarter of the Southwest  Quarter of
said Section  Nineteen (19) and measure  thence East 660 feet,  thence North 660
feet,  thence West 660 feet,  thence  South 660 feet to the place of  beginning;
excepting an undivided One-half (1/2) interest in the coal underlying said tract
in said  Northwest  Quarter of the  Southwest  Quarter of said Section  Nineteen
(19);

Also,  the  Northeast  Quarter of the  Northeast  Quarter,  the West Half of the
Northeast Quarter, and the Northwest Quarter, of said Section Nineteen (19); AND

Part of the North  Half of the  Southwest  Quarter of the  Southwest  Quarter of
Section  Thirty (30),  Township Six (6) North,  Range Nine (9) East of the Third
Principal Meridian, Jasper County, Illinois,  described as follows: Beginning 12
rods South of the  Northwest  corner of the  Southwest  Quarter of the Southwest
Quarter,  thence  East 330 feet,  thence  South 450 feet,  thence West 330 feet,
thence North 450 feet to the place of beginning;  containing 3.4 acres,  more or
less;


<PAGE>

Also, the West 26 acres of the North Half of the Southwest Fractional Quarter of
said Section Thirty (30);

Also, that part of the Northwest Quarter of said Section Thirty (30) bounded and
described as follows:  Commencing at the Northwest corner of said Section Thirty
(30) and measure  thence South along the West line of said Section Thirty (30) a
distance of 1584 feet,  thence East parallel with the North line of said Section
Thirty (30) a distance of 480 feet,  thence North parallel with the West line of
said  Section  Thirty (30) a distance of 1584 feet,  thence West along the North
line of said  Section  Thirty  (30) a  distance  of 480  feet  to the  place  of
commencement; AND

Permanent easement rights in and over the following described real estate:

Commencing at the Southwest  corner of the Northwest  Quarter of Section  Thirty
(30),  Township  Six (6)  North,  Range  Nine  (9) East of the  Third  Principal
Meridian,  Jasper  County,  Illinois;  thence  North along the West line of said
Section,  500 feet;  thence East, 858 feet;  thence South parallel with the West
line of said Section, 500 feet; thence West 858 feet to the place of beginning,

For the following uses and purposes:

(a)  the right to overflow,  flood,  inundate or cover said real estate with the
     flood or backwater created by the erection,  operation,  and maintenance of
     the dam  constructed  across Weather Creek South of the confluence of Sandy
     Creek and Laws Creek near the center of Section Ten (10), Township Five (5)
     North,  Range  Eight (8) East of the  Third  Principal  Meridian  in Jasper
     County, Illinois;

(b)  the right to prevent the  draining or dumping into the lake created by said
     dam of any refuse, sewage or other material which might tend to pollute it;
     and

(c)  the right to  prevent  the  construction,  operation,  maintenance,  use or
     occupancy  of any  building,  camp  site,  or  abode  either  permanent  or
     temporary  upon said real  estate,  including  the right to remove any such
     building,  camp site or abode and the right to prevent the launching of any
     boat or  watercraft  of any kind from said  real  estate  upon or into said
     lake.

Easements or permits will not be granted to launch any boat or  watercraft  from
land owned by it which (a)  adjoins  and lies West of the West line of said real
estate above  described  and East of the shore line of the lake or which adjoins
and lies West of said West line extended (i) 1320 feet North,  or (ii) 1320 feet
South,  and East of the shore line of the lake, or (b) adjoins and lies South of
the South line of said real estate above described, a distance of 1320 feet.


<PAGE>




                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.1(c)
                                   Real Estate


Easements

     Legal  descriptions  of various  easements  and similar  interests  in real
estate by Central  Illinois  Public Service Company that is to be transferred to
Ameren Energy  Generating  Company  relating to the  following:  Coffeen,  Grand
Tower, Hutsonville, Meredosia, Newton, and Pittsville, Pike County, Illinois.



<PAGE>



                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.1(e)
                              Intellectual Property



         NONE.



<PAGE>


                                                                 Schedule 1.1(j)

                           Vehicles and Rolling Stock
            Transferred from Central Illinois Public Service Company
                       To Ameren Energy Generating Company
                                As of May 1, 2000

Railcar  rolling stock consists of 105 bottom dump and 621 rotary dump coal cars
assigned  to the  Coffeen  and Newton  power  plants and which  originally  cost
$4,934,103.36 and $31,512,029.61 respectively.

Motor  vehicles   transferred  from  the  AmerenCIPS  accounts  in  Springfield,
Illinois, to Ameren Energy Generating Company are as follows:

VEHICLE                   DESCRIPTION                             AMOUNT
-------                   -----------                             ------
              Newton
BA042         Truck, light                                     $  19,504.24
BB082         Truck, light                                        22,573.32
BC047         Truck, pick-up, 2-wheel drive                        9,960.53
BC052         Truck, pick-up, 2-wheel drive                        9,960.53
BC078         Truck, pick-up, 2-wheel drive                        9,633.15
BC108         Truck, pick-up, 2-wheel drive                       12,118.36
BD082         Truck, pick-up, 2-wheel drive                       11,877.02
BD088         Truck, pick-up, 2-wheel drive                       10,952.40
BD094         Truck, pick-up, 2-wheel drive                       12,320.24
BD108         Truck, pick-up, 2-wheel drive                       17,443.05
BD109         Truck, pick-up, 2-wheel drive                       13,525.33
BD144         Truck, pick-up, 2-wheel drive                       20,970.98
BD149         Truck, pick-up, 2-wheel drive                       20,342.69
BD151         Truck, pick-up, 2-wheel drive                       20,342.70
BE099         Truck, medium, 1 to 2 tons                          16,792.19
BE130         Truck, medium, 1 to 2 tons                          17,090.19
CE016         Truck, aerial basket, 32 feet and less              42,016.10
DB031         Truck, flat bed construction                        41,698.78
DB041         Truck, flat bed construction                        17,738.59
DZ008         Truck, heavy, over 2 tons                           58,735.79
                                                        --------------------

                                                  Total        $ 405,596.18

              Coffeen
BA024         Truck, light                                     $  18,873.74
BA045         Truck, light                                        19,504.24
BD083         Truck, pick-up, 2-wheel drive                       12,169.50
BD113         Truck, pick-up, 2-wheel drive                       16,382.48
BD122         Truck, pick-up, 2-wheel drive                       13,402.80
BD152         Truck, pick-up, 2-wheel drive                       20,342.70
BD153         Truck, pick-up, 2-wheel drive                       20,342.70
BG020         Truck, dump                                         20,544.70
DB024         Truck, flat bed construction                        11,035.20
DB032         Truck, flat bed construction                        17,189.96
DG008         Tractor, diesel                                     58,137.92


<PAGE>

DZ004         Truck, heavy, over 2 tons                          170,160.95
DZ009         Truck, medium, 1 to 2 tons                          41,910.19
DZ010         Truck, medium, 1 to 2 tons                          28,926.88
TL011         Trailer, 18 wheel                                   18,737.76
TZ032         Trailer, heavy, 5 tons & over                       18,669.45
                                                        --------------------
                                                  Total        $ 506,331.17

              Meredosia
BA041         Truck, light                                     $  19,504.25
BD160         Truck, pick-up, 2-wheel drive                       19,108.82
BE023         Truck, medium, 1 to 2 tons                          16,042.58
DB020         Truck, flat bed construction                        23,986.44
DB040         Truck, flat bed construction                        25,554.21
BH016         Truck, dump                                         46,217.32

                                                        --------------------
                                                  Total        $ 150,413.62

              Grand Tower
BA044         Truck, light                                     $  19,504.24
BD084         Truck, pick-up, 2-wheel drive                       12,713.59
DC006         Truck, heavy, over 2 tons                           16,645.81
DB052         Truck, flat bed construction                        24,604.96
                                                        --------------------

                                                  Total        $  73,468.60

              Hutsonville
BA043         Truck, light                                     $  19,504.24
BD136         Truck, pick-up, 2-wheel drive                       14,221.60
DB027         Truck, flat bed construction                        21,213.28
                                                         --------------------
                                                  Total        $  54,939.12
                                                         --------------------


                             Grand Total                     $ 1,190,748.69
                                                         ====================


<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.2(a)
                                Retained Property



         NONE.



<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.2(b)
                             Non-Assigned Contracts

                                   Appendix I
 AGREEMENTS BETWEEN CENTRAL ILLINOIS PUBLIC SERVICE COMPANY AND WHOLESALE CUSTOMERS


                                                     TYPE
                   WHOLESALE                       WHOLESALE           TYPE OF
                    CUSTOMER                       CUSTOMER           AGREEMENT                   CONTRACT DESCIPTION

<S>                                                 <C>       <C>                      <C>
Central Illinois Light Company                        iou      Original Agreement      Limited Term Agreement
                                                               Letter Agreement        Set Capacity Charges, effective June 1, 19
                                                               Letter Agreement        Set Capacity Charges, effective June 1, 19

Citizens Electric Corporation                                  Original Agreement      Network Operating Agreement
                                                               Original Agreement      Network Integration Transmission Service A
                                                               Original Agreement      Economic Development Power Agreement
                                                               Original Agreement      Wholesale Electric Service Agreement
                                                               Original Agreement      Substitute Power Agreement


                                                               Original Agreement      Transmission Service Transaction 1
                                                               Original Agreement      Transmission Service Agreement
                                                               Original Agreement      Extension/Assignment
                                                               Original Agreement      2nd Amendment/Voluntary Curtailment
                                                               Original Agreement      1st Amendment

City of Farmington                                    iou      Original Agreement      Power Service Agreement, effective Februar

City of Fredricktown                                  iou      Original Agreement      Power Service Agreement, effective Februar
                                                               Original Agreement      Settlement Agreement
                                                               Letter Agreement
                                                               Original Agreement      Substitute Power Agreement
                                                               Original Agreement      Electric Service Agreement
                                                               Original Agreement      Transmission Service Agreement
                                                               Original Agreement      Power Sales Contract
                                                               Original Agreement      Transmission Sevice Transaction 1
                                                               Original Agreement      Electric Service Agreement

City of Owensville                                    iou      Original Agreement      Wholesale Power Sale Agreement
                                                               1st Amendment           Voluntary Curtailment
                                                               Original Agreement      Transmission Service Agreement
                                                               Original Agreement      Substitute Power Agreement
                                                               2nd Amendment           Voluntary Curtailment
                                                               Original Agreement      Settlement Agreement
                                                               Original Agreement      Assignment

Clay Electric Co-operative, Inc.                     co-op     Original Agreement      Electric Service Agreement

Illinois Municipal Electrical Agency              association  Original Agreement      Power Supply Agreement (PSA)
                                                               "                       Transmisson Supply Agreement (TSA)
                                                               Supplemental Agreement  Roodhouse
                                                               Supplemental Agreement  Trimble County Schedule 9
                                                               Supplemental Agreement  Sullivan Schedule 7
                                                               1st Amendment           PSA & TSA Revision
                                                               Power Supply Schedule   Rock Falls Schedule I
                                                               Power Supply Schedule   Winnetka Schedule J
                                                               2nd Amendment           PSA & TSA Revision
                                                               Supplemental Agreement  Greenup Schedule K
                                                               3rd Amendment           PSA & TSA Revision
                                                               4th Amendment           TSA Revision
                                                               Restated PSA            Conformed Revision of PSA
                                                                                       (including Letter Agreement of
                                                                                       all Prior Amendments and
                                                                                       Supplemnts to the Original PSA.)

Newton                                           muni-unbundledPower Supply Service AgrElectric and Power Supply Services
                                                               Newtwork Operating AgreeTransmission Services
                                                               Newtwork Integration TraTransmission Services


<PAGE>


                   WHOLESALE                      ORGINATION                       EXPIRATION         DOCKET
                    CUSTOMER                         DATE                             DATE            NUMBER

<S>                                              <C>                                <C>              <C>
Central Illinois Light Company                   August 15, 1994                    Infinite         ER94-1566
                                                 November 2, 1992                   May 31, 2002     ER94-1566
                                                 March 15, 1999                     May 31, 2009     ER94-1566

Citizens Electric Corporation                    July 6, 1998
                                                 Julym6,t1998
                                                 July 6, 1998                       July 31, 2003*
                                                 November 18, 1988                  July 31, 2003*
                                                 May 2, 1989                        July 31, 2003*
                                                                                    *Or five years after commencement of service
                                                                                    whichever is later
                                                 April 19, 1989                     September 30, 1989
                                                 November 18, 1988                  December 31, 2000
                                                 December 29, 1999                  December 31, 2001
                                                 June 10, 1999
                                                 March 22, 1993

City of Farmington                               January010, 2000                                    ER00-1505

City of Fredricktown                             January010, 2000                                    ER00-1504
                                                 February 23, 1989                  December 31, 2000
                                                 March 15, 1993
                                                 April 12, 1993
                                                 February 23, 1989
                                                 February 23, 1988
                                                 August 5, 1987
                                                 August 14, 1987                    May 31, 1988
                                                 July 12, 1971

City of Owensville                               April 14, 1989                     December 31, 2000
                                                 July 14, 1999                                       ER99-3457
                                                 April 14, 1989                     December 31, 2000
                                                 June 1, 1989
                                                 June 30, 1999
                                                 May 1, 1989                        December 31, 2000ER84-560
                                                 January 25, 2000                   December 31, 2000

Clay Electric Co-operative, Inc.                 December 9, 1999                   December 31, 2004ER00-1329

Illinois Municipal Electrical Agency             June 11, 1987                      March 31, 2007   ER87-491
                                                 June 11, 1987                      December 31, 2014ER87-491
                                                 March 31, 1991                     March 31, 2005   ER91-222
                                                 March 1, 1991                      December 31, 2014ER91-222
                                                 June 11, 1987                      December 31, 2014ER87-491
                                                 May 3, 1993                        December 31, 2014ER93-418
                                                 April 1, 1993                      December 9, 1998 ER93-418
                                                 April 1, 1993                      May 2, 1998      ER93-418
                                                 March 1, 1996                      December 31, 2014ER96-1341
                                                 August 1, 1997                     June 30, 2007    ER98-40
                                                 May 1, 1998                        December 31, 2014ER97-3393
                                                 January 1, 1999                    December 31, 2000ER99-3069
                                                                                                     Pending July 1, 1999.




Newton                                           July 1, 1999                       June 30, 2005    Pending July/1/1999
                                                 July 1, 1999                       June 30, 2005    Pending July/1/1999
                                                 July 1, 1999                       June 30, 2005    Pending July/1/1999



<PAGE>
                                                     TYPE
                   WHOLESALE                       WHOLESALE           TYPE OF
                    CUSTOMER                       CUSTOMER           AGREEMENT                   CONTRACT DESCIPTION


<S>                                                  <C>       <C>                     <C>
Norris Electric Cooperative                          co-op     Original Agreement      Bundled
                                                               Amendment               Bundled
                                                               Supplemental Agreement   (esatblish del pt at Robinson Correctiona
                                                               1st Supplemental Agreemen(exchange territory)
                                                               Second Agreement
                                                               Supplemental Agreement   (establ temp del pt S. Olney sub)
                                                               Supplemental Agreement   (establ del pt at NW Eff sub)
                                                               Revised Tariff Sheets   Rate decrease to Norris Electric Cooperati
                                                                                        for wholesale electrice service (coincident
                                                                                         demands)
                                                               Revised Tariff Sheets   Rate changes

Mt. Carmel                                            iou      Original Agreement      Bundled
                                                               Revised Tariff Sheet    Rate decrease reflect coal buyout recovery
                                                               Revised Tariff Sheet    Retention Rider

Soyland Power Cooperative                         association  Original Agreement      Power Supply Agreement (PSA)
                                                               Original Agreement      Transmssion Supply Agreement (TSA)

Union Electric                                        iou      Original Agreement      Annual Short-Term Non-Firm
                                                               Letter Agreement        Set Capacity Charges

Wabash Valley                                     association  Original Agreement      Power Supply Agreement (PSA)
                                                                                       Transmission Supply Agreement (TSA)
                                                               1st Amendment           PSA & TSA Revisions
                                                               2nd Amenedment          PSA & TSA Revisions

ASSOCIATED ELECTRIC COOP.                        power marketerMembers Agreement       Western System Power Pool Agreement

AVISTA ENERGY, INC.                                   iou      Members Agreement       Western System Power Pool Agreement

CARGILL-ALLIANT                                  power marketerMembers Agreement       Western System Power Pool Agreement

CENTRAL & SOUTH WEST SERVICES                    power marketerMembers Agreement       Western System Power Pool Agreement

CINERGY SERVICES, INC.                                iou      Members Agreement       Western System Power Pool Agreement

CONSTELLATION POWER SOURCE, INC                  power marketerMembers Agreement       Western System Power Pool Agreement

CORAL POWER, LLC                                 power marketerMembers Agreement       Western System Power Pool Agreement

DTE ENERGY TRADING, INC.                         power marketerMembers Agreement       Western System Power Pool Agreement

DUKE ENERGY TRADING AND MARKETING, LLC           power marketerMembers Agreement       Western System Power Pool Agreement

DYNEGY POWER MARKETING, INC                      power marketerMembers Agreement       Western System Power Pool Agreement

EL PASO MERCHANT ENERGY, L.P.                    power marketerMembers Agreement       Western System Power Pool Agreement

ENGAGE ENERGY US, L.P.                           power marketerMembers Agreement       Western System Power Pool Agreement

ENRON POWER MARKETING, INC.                      power marketerMembers Agreement       Western System Power Pool Agreement

KOCH ENERGY TRADING, INC.                        power marketerMembers Agreement       Western System Power Pool Agreement

MORGAN STANLEY CAPITAL GROUP, INC.               power marketerMembers Agreement       Western System Power Pool Agreement

OGE ENERGY RESOURCES, INC.                       power marketerMembers Agreement       Western System Power Pool Agreement

OKLAHOMA GAS & ELECTRIC COMPANY                  power marketerMembers Agreement       Western System Power Pool Agreement

PACIFIC GAS AND ELECTRIC ENERGY TRADING          power marketerMembers Agreement       Western System Power Pool Agreement

PECO ENERGY COMPANY                              power marketerMembers Agreement       Western System Power Pool Agreement

PPL ELECTRIC UTILITIES CORPORATION                    iou      Members Agreement       Western System Power Pool Agreement

PPL ELECTRIC UTILITIES CORPORATION                    iou      Members Agreement       Western System Power Pool Agreement

PPL ENERGY PLUS                                       iou      Members Agreement       Western System Power Pool Agreement

PUBLIC SERVICE CO. OF COLORADO                   power marketerMembers Agreement       Western System Power Pool Agreement

RAINBOW ENERGY MARKETING CORP.                   power marketerMembers Agreement       Western System Power Pool Agreement



                   WHOLESALE                      ORGINATION                       EXPIRATION         DOCKET
                    CUSTOMER                         DATE                             DATE            NUMBER
                                                    TYPE

<S>                                              <C>                                <C>              <C>
Norris Electric Cooperative                      January 1, 1975                    January 1, 1996  E9138W1
                                                 August 1, 1987                     July 1, 1997     ER87-505
                                                 Julyn10, 1991                      July 1, 1997     ER91-547
                                                 April 24, 1992                     July 1, 1997
                                                 June 15, 1992                      July 1, 2007     ER92-647
                                                 May 20, 1993                       July 1, 2007     ER93-664
                                                 March 31, 1994                                      ER94-1576
                                                 May 1, 1997                                         ER97-3413
                                                 nt demands)
                                                 March 1, 1998                      July 1, 2007     ER98-1893

Mt. Carmel                                       Decmeber 8, 1989                   July 1, 2001     ER91-411
                                                 Mays1, 1997                                         ER97-3413
                                                 August 1, 1998                     July 1, 2001     ER98-4704

Soyland Power Cooperative                                                           December 31, 2014ER86-327
                                                                                    December 31, 2014ER86-327

Union Electric                                   February 18, 1972
                                                 June 1, 1998                       May 31, 2005

Wabash Valley                                    January 9, 1992                    December 31, 2011ER92-304
                                                 January 9, 1992                    December 31, 2011ER92-304
                                                 January 5, 1994                    December 31, 2011ER94-982
                                                 Novermber 27, 1996                 December 31, 2011ER97-961

ASSOCIATED ELECTRIC COOP.

AVISTA ENERGY, INC.

CARGILL-ALLIANT

CENTRAL & SOUTH WEST SERVICES

CINERGY SERVICES, INC.

CONSTELLATION POWER SOURCE, INC

CORAL POWER, LLC

DTE ENERGY TRADING, INC.

DUKE ENERGY TRADING AND MARKETING, LLC

DYNEGY POWER MARKETING, INC

EL PASO MERCHANT ENERGY, L.P.

ENGAGE ENERGY US, L.P.

ENRON POWER MARKETING, INC.

KOCH ENERGY TRADING, INC.

MORGAN STANLEY CAPITAL GROUP, INC.

OGE ENERGY RESOURCES, INC.

OKLAHOMA GAS & ELECTRIC COMPANY

PACIFIC GAS AND ELECTRIC ENERGY TRADING

PECO ENERGY COMPANY

PPL ELECTRIC UTILITIES CORPORATION

PPL ELECTRIC UTILITIES CORPORATION

PPL ENERGY PLUS

PUBLIC SERVICE CO. OF COLORADO

RAINBOW ENERGY MARKETING CORP.





<PAGE>

                   WHOLESALE                       WHOLESALE           TYPE OF
                    CUSTOMER                       CUSTOMER           AGREEMENT                   CONTRACT DESCIPTION


<S>                                              <C>             <C>                     <C>
RELIANT ENERGY SERVICES, INC.                    power marketer  Members Agreement       Western System Power Pool Agreement

SEMPRA ENERGY TRADING CORP.                      power marketer  Members Agreement       Western System Power Pool Agreement

SOUTHERN ILLINOIS POWER COOPERATIVE              power marketer  Members Agreement       Western System Power Pool Agreement

STATOIL ENERGY TRADING, INC.                     power marketer  Members Agreement       Western System Power Pool Agreement

THE ENERGY AUTHORITY                             power marketer  Members Agreement       Western System Power Pool Agreement

TRANSALTA ENERGY MARKETING U.S.                  power marketer  Members Agreement       Western System Power Pool Agreement

TXU ENERGY TRADING COMPANY                       power marketer  Members Agreement       Western System Power Pool Agreement

UTILICORP UNITED, INC.                                iou        Members Agreement       Western System Power Pool Agreement

WILLIAMS ENERGY SERVICES COMPANY                 power marketer  Members Agreement       Western System Power Pool Agreement

ALLEGHENY ENERGY TRADING AND SALES               power marketer  Members Agreement       Western System Power Pool Agreement

ALLIANT SERVICES COMPANY                         power marketer  Members Agreement       Western System Power Pool Agreement

AMERICAN ELECTRIC POWER COMPANY                  power marketer  Members Agreement       Western System Power Pool Agreement

AQUILA POWER CORPORATION                         power marketer  Members Agreement       Western System Power Pool Agreement

CAROLINA POWER & LIGHT COMPANY                        iou        Members Agreement       Western System Power Pool Agreement

CENTRAL ILLINOIS LIGHT CO.                       power marketer  Members Agreement       Western System Power Pool Agreement

CENTRAL ILLINOIS LIGHT CO.                       power marketer  Members Agreement       Western System Power Pool Agreement

CITIZENS POWER SALES LLC                         power marketer  Members Agreement       Western System Power Pool Agreement

CITY OF SIKESTON                                 power marketer  Members Agreement       Western System Power Pool Agreement

COMMONWEALTH EDISON                              power marketer  Members Agreement       Western System Power Pool Agreement

DAYTON POWER & LIGHT COMPANY                     power marketer  Members Agreement       Western System Power Pool Agreement

DELMARVA POWER & LIGHT COMPANY                   power marketer  Members Agreement       Western System Power Pool Agreement

ELECTRIC ENERGY INC                              power marketer  Members Agreement       Western System Power Pool Agreement

ENTERGY POWER MARKETING CORPORATION              power marketer  Members Agreement       Western System Power Pool Agreement

ENTERGY SERVICES,  INC.                          power marketer  Members Agreement       Western System Power Pool Agreement

ILLINOIS MUNICIPAL ELECTRIC AGENCY               power marketer  Members Agreement       Western System Power Pool Agreement

KANSAS CITY POWER & LIGHT COMPANY                power marketer  Members Agreement       Western System Power Pool Agreement

LG&E ENERGY MARKETING, INC.                      power marketer  Members Agreement       Western System Power Pool Agreement

LOUISVILLE GAS & ELECTRIC COMPANY                power marketer  Members Agreement       Western System Power Pool Agreement

MID AMERICAN ENERGY                              power markete   Members Agreement       Western System Power Pool Agreement

MINNESOTA MUNICIPAL POWER AGENCY                 power marketer  Members Agreement       Western System Power Pool Agreement

NORTHERN INDIANA PUBLIC SERVICE COMPANY          power marketer  Members Agreement       Western System Power Pool Agreement

NORTHERN STATES POWER COMPANY                    power marketer  Members Agreement       Western System Power Pool Agreement

SOUTHERN COMPANY ENERGY MARKETING, L.P.          power marketer  Members Agreement       Western System Power Pool Agreement

SOUTHERN COMPANY SERVICES, INC.                  power marketer  Members Agreement       Western System Power Pool Agreement

ST. JOSEPH LIGHT & POWER CO                      power marketer  Members Agreement       Western System Power Pool Agreement

TENNESSEE VALLEY AUTHORITY                       power marketer  Members Agreement       Western System Power Pool Agreement

TRACTEBEL ENERGY MARKETING, INC.                 power marketer  Members Agreement       Western System Power Pool Agreement

VIRGINIA POWER                                   power marketer  Members Agreement       Western System Power Pool Agreement



<PAGE>

                   WHOLESALE                       WHOLESALE           TYPE OF
                    CUSTOMER                       CUSTOMER           AGREEMENT


<S>                                              <C>             <C>
WESTERN RESOURCES, INC.                          power marketer  Members Agreement

WISCONSIN ELECTRIC POWER CO                      power marketer  Members Agreement

ALLEGHENY ENERGY TRADING AND SALES               power marketer  Original Agreement

ALLIANT SERVICES COMPANY                         power marketer  Original Agreement

AMERICAN ELECTRIC POWER COMPANY                  power marketer  Original Agreement

AMERICAN MUNICIPAL POWER-OHIO, INC.              power marketer  Original Agreement

AQUILA POWER CORPORATION                         power marketer  Original Agreement

ARKANSAS ELECTRIC COOPERATIVE CORP.              power marketer  Original Agreement

ASSOCIATED ELECTRIC COOP.                        power marketer  Original Agreement

CARGILL-ALLIANT                                  power marketer  Original Agreement

CAROLINA POWER & LIGHT COMPANY                   power marketer  Original Agreement

CENTRAL & SOUTH WEST SERVICES                    power marketer  Original Agreement

CENTRAL ILLINOIS LIGHT CO.                       power marketer  Original Agreement

CINERGY SERVICES, INC.                                iou        Original Agreement

CITIZENS POWER SALES LLC                         power marketer  Original Agreement

CITY OF COLUMBIA ,MO                             power marketer  Original Agreement

COMMONWEALTH EDISON                              power marketer  Original Agreement

CONSTELLATION POWER SOURCE, INC                  power marketer  Original Agreement

CORAL POWER, LLC                                 power marketer  Original Agreement

DAYTON POWER & LIGHT COMPANY                     power marketer  Original Agreement

DELMARVA POWER & LIGHT COMPANY                   power marketer  Original Agreement

DUKE ENERGY TRADING AND MARKETING, LLC           power marketer  Original Agreement

DUKE POWER COMPANY                               power marketer  Original Agreement

EL PASO MERCHANT ENERGY, L.P.                    power marketer  Original Agreement

ENRON POWER MARKETING, INC.                      power marketer  Original Agreement

ENTERGY POWER MARKETING CORPORATION              power markete   Original Agreement

ENTERGY SERVICES,  INC.                          power marketer  Original Agreement

ILLINOIS POWER COMPANY                           power marketer  Original Agreement

KANSAS CITY POWER & LIGHT COMPANY                     iou        Original Agreement

KOCH ENERGY TRADING, INC.                        power marketer  Original Agreement

LG&E ENERGY MARKETING, INC.                      power marketer  Original Agreement

LOUISVILLE GAS & ELECTRIC COMPANY                power marketer  Original Agreement

MID AMERICAN ENERGY                              power marketer  Original Agreement

MINNESOTA MUNICIPAL POWER AGENCY                 power marketer  Original Agreement

MINNESOTA POWER                                  power marketer  Original Agreement

MORGAN STANLEY CAPITAL GROUP, INC.               power marketer  Original Agreement

NORTHERN INDIANA PUBLIC SERVICE COMPANY          power marketer  Original Agreement



<PAGE>

                   WHOLESALE
                    CUSTOMER                                 CONTRACT DESCIPTION


<S>                                                 <C>
WESTERN RESOURCES, INC.                             Western System Power Pool Agreement

WISCONSIN ELECTRIC POWER CO                         Western System Power Pool Agreement

ALLEGHENY ENERGY TRADING AND SALES                  Ameren Services Company Market Rate Power Sales Tariff

ALLIANT SERVICES COMPANY                            Ameren Services Company Market Rate Power Sales Tariff

AMERICAN ELECTRIC POWER COMPANY                     Ameren Services Company Market Rate Power Sales Tariff

AMERICAN MUNICIPAL POWER-OHIO, INC.                 Ameren Services Company Market Rate Power Sales Tariff

AQUILA POWER CORPORATION                            Ameren Services Company Market Rate Power Sales Tariff

ARKANSAS ELECTRIC COOPERATIVE CORP.                 Ameren Services Company Market Rate Power Sales Tariff

ASSOCIATED ELECTRIC COOP.                           Ameren Services Company Market Rate Power Sales Tariff

CARGILL-ALLIANT                                     Ameren Services Company Market Rate Power Sales Tariff

CAROLINA POWER & LIGHT COMPANY                      Ameren Services Company Market Rate Power Sales Tariff

CENTRAL & SOUTH WEST SERVICES                       Ameren Services Company Market Rate Power Sales Tariff

CENTRAL ILLINOIS LIGHT CO.                          Ameren Services Company Market Rate Power Sales Tariff

CINERGY SERVICES, INC.                              Ameren Services Company Market Rate Power Sales Tariff

CITIZENS POWER SALES LLC                            CIPS Power Sales Tariff

CITY OF COLUMBIA ,MO                                Ameren Services Company Market Rate Power Sales Tariff

COMMONWEALTH EDISON                                 Ameren Services Company Market Rate Power Sales Tariff

CONSTELLATION POWER SOURCE, INC                     Ameren Services Company Market Rate Power Sales Tariff

CORAL POWER, LLC                                    Ameren Services Company Market Rate Power Sales Tariff

DAYTON POWER & LIGHT COMPANY                        Ameren Services Company Market Rate Power Sales Tariff

DELMARVA POWER & LIGHT COMPANY                      Ameren Services Company Market Rate Power Sales Tariff

DUKE ENERGY TRADING AND MARKETING, LLC              Ameren Services Company Market Rate Power Sales Tariff

DUKE POWER COMPANY                                  Ameren Services Company Market Rate Power Sales Tariff

EL PASO MERCHANT ENERGY, L.P.                       Ameren Services Company Market Rate Power Sales Tariff

ENRON POWER MARKETING, INC.                         Ameren Services Company Market Rate Power Sales Tariff

ENTERGY POWER MARKETING CORPORATION                 Ameren Services Company Market Rate Power Sales Tariff

ENTERGY SERVICES,  INC.                             Ameren Services Company Market Rate Power Sales Tariff

ILLINOIS POWER COMPANY                              Ameren Services Company Market Rate Power Sales Tariff

KANSAS CITY POWER & LIGHT COMPANY                   Ameren Services Company Market Rate Power Sales Tariff

KOCH ENERGY TRADING, INC.                           Ameren Services Company Market Rate Power Sales Tariff

LG&E ENERGY MARKETING, INC.                         Ameren Services Company Market Rate Power Sales Tariff

LOUISVILLE GAS & ELECTRIC COMPANY                   Ameren Services Company Market Rate Power Sales Tariff

MID AMERICAN ENERGY                                 Ameren Services Company Market Rate Power Sales Tariff

MINNESOTA MUNICIPAL POWER AGENCY                    Ameren Services Company Market Rate Power Sales Tariff

MINNESOTA POWER                                     Ameren Services Company Market Rate Power Sales Tariff

MORGAN STANLEY CAPITAL GROUP, INC.                  Ameren Services Company Market Rate Power Sales Tariff

NORTHERN INDIANA PUBLIC SERVICE COMPANY             Ameren Services Company Market Rate Power Sales Tariff



<PAGE>



                   WHOLESALE                      ORGINATION                       EXPIRATION         DOCKET
                    CUSTOMER                         DATE                             DATE            NUMBER


<S>                                              <C>                             <C>                 <C>
WESTERN RESOURCES, INC.

WISCONSIN ELECTRIC POWER CO

ALLEGHENY ENERGY TRADING AND SALES                06/18/1999                                        ER99-3527

ALLIANT SERVICES COMPANY                          01/01/1998

AMERICAN ELECTRIC POWER COMPANY                   12/29/1997                                        ER98-1459

AMERICAN MUNICIPAL POWER-OHIO, INC.               11/05/1998                                        ER99-1246

AQUILA POWER CORPORATION                          06/23/1998                                        ER98-3886

ARKANSAS ELECTRIC COOPERATIVE CORP.               08/03/1998                                        ER98-4446

ASSOCIATED ELECTRIC COOP.                         11/06/1997                                        ER98-621

CARGILL-ALLIANT                                   11/16/1998                                        ER99-751

CAROLINA POWER & LIGHT COMPANY                    10/10/1997                                        ER98-215

CENTRAL & SOUTH WEST SERVICES                     05/18/1998                                        ER98-3390

CENTRAL ILLINOIS LIGHT CO.                        08/03/1998                                        ER98-4440

CINERGY SERVICES, INC.                            10/16/1997                                        ER98-428

CITIZENS POWER SALES LLC                          03/22/1995

CITY OF COLUMBIA ,MO                              12/02/1997                                        ER98-1171

COMMONWEALTH EDISON                               02/01/1998                                                   ER98-2013

CONSTELLATION POWER SOURCE, INC                   08/10/1998                                        ER99-1400

CORAL POWER, LLC                                  10/06/1997                                        ER98-215

DAYTON POWER & LIGHT COMPANY                      08/03/1998                                        ER98-4440

DELMARVA POWER & LIGHT COMPANY                    02/23/1999                                        ER99-2460

DUKE ENERGY TRADING AND MARKETING, LLC            06/23/1998                                        ER98-3886

DUKE POWER COMPANY                                08/03/1998                                        ER98-4440

EL PASO MERCHANT ENERGY, L.P.                     12/21/1998                                        ER99-1246

ENRON POWER MARKETING, INC.                       05/25/2000

ENTERGY POWER MARKETING CORPORATION               02/01/1999                                        ER99-1990

ENTERGY SERVICES,  INC.                           08/28/1997                                        ER97-4544

ILLINOIS POWER COMPANY                            02/01/1998                                        ER98-2013

KANSAS CITY POWER & LIGHT COMPANY                 08/17/1998                                        ER99-3529

KOCH ENERGY TRADING, INC.                         05/18/1998                                        ER98-3390

LG&E ENERGY MARKETING, INC.                       09/12/1997                                        ER97-4674

LOUISVILLE GAS & ELECTRIC COMPANY                 08/03/1998                                        ER98-4440

MID AMERICAN ENERGY                               06/01/1998                                        ER98-3324

MINNESOTA MUNICIPAL POWER AGENCY                  06/24/1999                                        ER99-3527

MINNESOTA POWER                                   09/26/1997                                        ER98-24

MORGAN STANLEY CAPITAL GROUP, INC.                11/11/1997                                        ER98-782

NORTHERN INDIANA PUBLIC SERVICE COMPANY           06/19/1998                                        ER99-3528



<PAGE>


<S>                                              <C>             <C>
NORTHERN STATES POWER COMPANY                         iou        Original Agreement

OGE ENERGY RESOURCES, INC.                       power marketer  Original Agreement

OKLAHOMA MUNICIPAL POWER AUTHORITY               power marketer  Original Agreement

PECO ENERGY COMPANY                              power marketer  Original Agreement

PPL ENERGY PLUS                                       iou        Original Agreement

PUBLIC SERVICE ELEC + GAS                             iou        Original Agreement

RAINBOW ENERGY MARKETING CORP.                   power marketer  Original Agreement

RELIANT ENERGY SERVICES, INC.                    power marketer  Original Agreement

SOUTHERN COMPANY ENERGY MARKETING, L.P.          power marketer  Original Agreement

SOUTHERN COMPANY SERVICES, INC.                  power marketer  Original Agreement

SOUTHERN ILLINOIS POWER COOPERATIVE              power marketer  Original Agreement

SOUTHERN INDIANA GAS & ELECTRIC COMPANY               iou        Original Agreement

SOYLAND POWER COOPERATIVE, INC.                  power marketer  Original Agreement

TENASKA POWER SERVICES, COMPANY                  power marketer  Original Agreement

TENNESSEE VALLEY AUTHORITY                       power marketer  Original Agreement

THE DETROIT EDISON COMPANY                            iou        Original Agreement

THE ENERGY AUTHORITY                             power marketer  Original Agreement

TRACTEBEL ENERGY MARKETING, INC.                 power marketer  Original Agreement

TXU ENERGY TRADING COMPANY                       power marketer  Original Agreement

UTILICORP UNITED, INC.                           power marketer  Original Agreement

VIRGINIA POWER                                   power marketer  Original Agreement

WESTERN RESOURCES, INC.                          power marketer  Original Agreement

WILLIAMS ENERGY SERVICES COMPANY                 power marketer  Original Agreement

WISCONSIN ELECTRIC POWER CO                      power marketer  Original Agreement



<PAGE>

                   WHOLESALE                                       CONTRACT                                              ORGINATION
                    CUSTOMER                                      DESCRIPTION                                               DATE


<S>                                                    <C>                                                               <C>
NORTHERN STATES POWER COMPANY                          Ameren Services Company Market Rate Power Sales Tariff            01/28/1998

OGE ENERGY RESOURCES, INC.                             Ameren Services Company Market Rate Power Sales Tariff            06/23/1998

OKLAHOMA MUNICIPAL POWER AUTHORITY                     Ameren Services Company Market Rate Power Sales Tariff            08/03/1998

PECO ENERGY COMPANY                                    Ameren Services Company Market Rate Power Sales Tariff            05/18/1998

PPL ENERGY PLUS                                        Ameren Services Company Market Rate Power Sales Tariff            01/22/1999

PUBLIC SERVICE ELEC + GAS                              Ameren Services Company Market Rate Power Sales Tariff            07/25/1999

RAINBOW ENERGY MARKETING CORP.                         Ameren Services Company Market Rate Power Sales Tariff            10/27/1997

RELIANT ENERGY SERVICES, INC.                          Ameren Services Company Market Rate Power Sales Tariff            06/23/1998

SOUTHERN COMPANY ENERGY MARKETING, L.P.                Ameren Services Company Market Rate Power Sales Tariff            06/23/1998

SOUTHERN COMPANY SERVICES, INC.                        Ameren Services Company Market Rate Power Sales Tariff            09/02/1997

SOUTHERN ILLINOIS POWER COOPERATIVE                    Ameren Services Company Market Rate Power Sales Tariff            03/17/1998

SOUTHERN INDIANA GAS & ELECTRIC COMPANY                Ameren Services Company Market Rate Power Sales Tariff            04/06/1999

SOYLAND POWER COOPERATIVE, INC.                        Ameren Services Company Market Rate Power Sales Tariff            01/01/1999

TENASKA POWER SERVICES, COMPANY                        Ameren Services Company Market Rate Power Sales Tariff            06/23/1998

TENNESSEE VALLEY AUTHORITY                             Ameren Services Company Market Rate Power Sales Tariff            12/17/1997

THE DETROIT EDISON COMPANY                             Ameren Services Company Market Rate Power Sales Tariff            08/03/1999

THE ENERGY AUTHORITY                                   Ameren Services Company Market Rate Power Sales Tariff            08/28/1997

TRACTEBEL ENERGY MARKETING, INC.                       Ameren Services Company Market Rate Power Sales Tariff            11/13/1998

TXU ENERGY TRADING COMPANY                             Ameren Services Company Market Rate Power Sales Tariff            11/03/1999

UTILICORP UNITED, INC.                                 Ameren Services Company Market Rate Power Sales Tariff            10/19/1999

VIRGINIA POWER                                         Ameren Services Company Market Rate Power Sales Tariff            11/06/1997

WESTERN RESOURCES, INC.                                Ameren Services Company Market Rate Power Sales Tariff            10/06/1997

WILLIAMS ENERGY SERVICES COMPANY                       Ameren Services Company Market Rate Power Sales Tariff            11/06/1997

WISCONSIN ELECTRIC POWER CO                            Ameren Services Company Market Rate Power Sales Tariff            09/19/1997




<PAGE>

                   WHOLESALE                                     EXPIRATION         DOCKET
                    CUSTOMER                                        DATE            NUMBER


<S>                                                             <C>              <C>
NORTHERN STATES POWER COMPANY                                                     ER98-1942

OGE ENERGY RESOURCES, INC.                                                        ER98-3886

OKLAHOMA MUNICIPAL POWER AUTHORITY                                                ER98-4440

PECO ENERGY COMPANY                                                               ER98-3390

PPL ENERGY PLUS                                                                   ER99-1654

PUBLIC SERVICE ELEC + GAS                                                         ER99-3994

RAINBOW ENERGY MARKETING CORP.                                                     ER98-428

RELIANT ENERGY SERVICES, INC.                                                     ER98-3886

SOUTHERN COMPANY ENERGY MARKETING, L.P.                                           ER98-3886

SOUTHERN COMPANY SERVICES, INC.                                                   ER97-4544

SOUTHERN ILLINOIS POWER COOPERATIVE                                               ER98-2552

SOUTHERN INDIANA GAS & ELECTRIC COMPANY                                           ER99-3526

SOYLAND POWER COOPERATIVE, INC.                                                   ER99-1259

TENASKA POWER SERVICES, COMPANY                                                   ER98-3886

TENNESSEE VALLEY AUTHORITY                                                        ER98-1171

THE DETROIT EDISON COMPANY                                                        ER99-4052

THE ENERGY AUTHORITY                                                              ER97-4544

TRACTEBEL ENERGY MARKETING, INC.                                                   ER99-751

TXU ENERGY TRADING COMPANY                                                         ER00-609

UTILICORP UNITED, INC.                                                             ER00-284

VIRGINIA POWER                                                                     ER98-621

WESTERN RESOURCES, INC.                                                            ER98-215

WILLIAMS ENERGY SERVICES COMPANY                                                   ER98-621

WISCONSIN ELECTRIC POWER CO                                                        ER98-242

</TABLE>



<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.2(b)
                             Non-Assigned Contracts


Retail Contracts


1.   Electric  Service  Agreement for Penn Aluminum  International,  Inc., dated
     February 2, 2000.

2.   Electric Service Agreement for Cargill,  Incorporated,  dba Illinois Cereal
     Mills, dated January 5, 2000.

3.   Electric Service Agreement for Champion Laboratories,  Inc., dated December
     14, 1999.

4.   Electric Service Agreement for Blaw-Knox, dated November 10, 1999.

5.   Electric Service Agreement for The GSI Group, dated November 10, 1999.

6.   Electric Service Agreement for Dickey John, Inc., dated November 8, 1999.

7.   Electric Service Agreement for Principia College, dated November 4, 1999.

8.   Electric Service Agreement for Titan Wheel  Corporation of Illinois,  dated
     October 29, 1999.

9.   Electric Service  Agreement for Siemer Milling  Company,  dated October 29,
     1999.

10.  Electric Service  Agreement for Trailmobile  Trailer LLC, dated October 28,
     1999.

11.  Electric  Service  Agreement  for  Archer  Daniels  Midland  Company  dated
     September, 1999.


<PAGE>


                              Electric Energy Inc.

                Transfer of CIPS Entitlement to Power and Energy
                       To Ameren Energy Marketing Company


         Central  Illinois  Public  Service  Company  (CIPS) is a signatory to a
         Power Supply Agreement  between  Electric Energy,  Incorporated and the
         Sponsoring Companies, dated September 2, 1987 as amended. In its Notice
         of Transfer  Generating Assets and Entry in Various Agreements Pursuant
         to Section  16-111(g) of the Illinois Public Utilities Act, approved by
         the Illinois  Commerce  Commission on October  12,1999,  CIPS indicated
         that Ameren Energy  Marketing  Company would assume the rights to power
         and energy under the EEInc. Power Sale Agreement.

         The  transfer is expected to be  accomplished  by a resale of the power
         and energy by CIPS to Ameren Energy Marketing  Company.  A draft PSA is
         being  circulated  together  with a draft filing  letter to the Federal
         Energy Regulatory Commission.  Although it is not expected that the PSA
         will be  signed  at the  pre-closing  on April  27,  2000,  the item is
         expected  to be ready to file on or before  May 1, 2000 so as to become
         effective that date.






<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 1.3(a)
                                Required Consents

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  Person,  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:  On October 12, 1999,  AmerenCIPS  obtained
approval to transfer its generating assets and associated  liabilities  pursuant
to 220 ILCS  ss.5/16-111(g) as further described in the Notice filed in Case No.
99-0398 and 99-0389.  In addition,  on February 1, 2000, Case No.  99-0597,  the
Illinois Commerce Commission issued its determination under Section 32(c) of the
Public Utility  Holding  Company Act of 1935 (15 U.S.C.  ss.79z-5a (c)) that the
proposed  transfer of generation  facilities was in the public  interest,  would
benefit customers and did not violate any state law.

     Federal Energy  Regulatory  Commission:  The following  approvals have been
obtained  from  FERC in  connection  with  this  transaction:  (a)  transfer  of
jurisdictional  assets under  Section 203 of the Federal  Power Act (Order dated
November 15, 1999,  Case No.  EC99-108-000);  (b)  AmerenCIPS-Marketing  Company
Power Supply  Agreement  (Order dated February 9, 2000, Case No.  ER00-816-000);
(c) Amendment to Joint Dispatch Agreement (Order dated November 3, 1999 Case No.
ER99-4115-000);  (d)  Certification  of Genco as  Electric  Wholesale  Generator
(Application  filed  on  March  23,  2000  Case  No.   EG00-117-000);   and  (e)
Genco-Marketing  Company Power Supply  Agreement  (Order dated  February 9, 2000
Case No. ER00-816-000).

     Securities and Exchange Commission: Approval of the Securities and Exchange
Commission  is not  necessary.  The  transaction  is exempt from prior  approval
requirements  of the Public Utility  Holding Company Act of 1935 set forth at 15
U.S.C.ss.79z-5a.

     Missouri  Public Service  Commission:  Under Section 32(c) of the 15 U.S.C.
ss.79z-5a (c), each state commission having  jurisdiction over rates and charges
of a public utility  subsidiary of a registered  public utility  holding company
must find that the proposed  transfer will benefit  consumers,  is in the public
interest and does not violate state law. The Missouri Public Service  Commission
issued its Order in Case No. EA-2000-37  making these  determinations on January
13, 2000.


<PAGE>

     Illinois  EPA:  Illinois EPA approval is needed to assign  various  permits
associated with the properties to be transferred. A list of the permits affected
by the Asset Transfer  Agreement at or before the effective date of the transfer
is listed on Schedule 5.1(e).

     Federal Communications  Commission:  A list of the FCC licenses affected by
the Asset Transfer  Agreement at or before the effective date of the transfer is
attached hereto as Schedule 1.3(a) - 1.


<PAGE>


                            ASSET TRANSFER AGREEMENT
                              SCHEDULE 1.3 (a) - 1
    FCC Transfer of Control Associated with Ameren Energy Generating Company

Item   Call Sign                         Location                       TYPE

1      WPLY954      Coffeen, Grand Tower, Hutsonville,                  VHF
                         Meredosia, Newton
2      WPMM651      Coffeen, Grand Tower, Hutsonville,                  UHF
                         Meredosia, Newton (900 MHz)
3      KNNJ879      Statewide Portables (900 MHz)                       UHF

4      KD46213      Coffeen Crane                                       UHF

5      WYP671       Coffeen RPTR                                        UHF

6      KD53036      Grand Tower Crane                                   UHF

7      WNXG950      Hutsonville Crane                                   UHF

8      WNGX393      Hutsonville Pager                                   UHF

9      WNXB545      Meredosia Crane                                     UHF

10     WCZ7086      Meredosia Ship Radio                                VHF

11     WNVQ932      Newton Crane                                        UHF

12     KYJ478       Newton RPTR (C)                                     UHF

13     KZX617       Newton RPTR (O)                                     UHF

14     KNAU609      Newton System (NA)                                  UHF

15     KNGU928      Coffeen RPTR                                        UHF

16     KC8351       Portabe 150 MHz (Coffeen only)                      VHF



<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 2.1(a)
                              Assumed Indebtedness


Assumed Indebtedness

         None

Assumed Liabilities

         See attached  Balance Sheet of Ameren Energy  Generating  Company as of
         May 1, 2000 (to be furnished within sixty (60) days after May 1, 2000).



<PAGE>

<TABLE>

                        AMEREN ENERGY GENERATING COMPANY
                                  BALANCE SHEET
                                   May 1, 2000


<S>                                                                            <C>
Assets
Property and Plant, at original cost:
                             Electric plant                                    $  1,279,098,330
                             Less accumulated depreciation and amortization         651,983,986
                                                                                    627,114,344
                             Construction work in progress                            8,095,231
                        Total property and plant, net                               635,209,575
Other Assets:
                             Accumulated deferred income taxes                      218,996,000
                             Other                                                       24,664
                        Other assets                                                219,020,664
Current Assets:
                             Cash and cash equivalents                                6,409,043
                             Other accounts and notes receivable                          2,000
                             Materials and supplies, at average cost -
                                 Fossil fuel                                         34,285,704
                                 Other                                               19,520,033
                             Other current assets                                     2,765,691
                        Total current assets                                         62,982,471

Total Assets                                                                    $   917,212,710

Capital and Liabilities
Capitalization:
                             Common stock                                         $       2,000
                             Retained earnings                                            (750)
                                 Total common stockholder's equity                        1,250
                             Intercompany notes payable                             505,349,858
                        Total capitalization                                        505,351,108
Current Liabilities:
                             Current maturity of note payable                        43,544,199
                             Accounts and wages payable                               6,541,580
                             Intercompany notes payable                                 200,000
                             Taxes accrued                                            2,732,112
                             Other                                                      618,995
                        Total current liabilities                                    53,636,886
Accumulated Deferred Income Taxes                                                   117,696,609
Accumulated Deferred Investment Tax Credits                                          19,727,865
Intercompany Tax Payable                                                            218,996,000
Other Deferred Credits and Liabilities                                                1,804,242

Total Capital and Liabilities                                                   $   917,212,710

</TABLE>

Note:  In June,  2000,  Cash and Notes  Payable were  increased by $2,732,112 to
reimburse Ameren Energy  Generating  Company for property taxes accrued prior to
May 1, 2000.


<PAGE>

                            ASSET TRANSFER AGREEMENT
                           SCHEDULE 3.1 (AS ADJUSTED)

                                 PROMISSORY NOTE


$551,626,169                                                         May 1, 2000
                                                             St. Louis, Missouri

     FOR VALUE RECEIVED, the undersigned,  Ameren Energy Generating Company (the
"Maker"),  promises  to pay to the  order of  Central  Illinois  Public  Service
Company,  d/b/a/ AmerenCIPS (the "Payee"),  in lawful money of the United States
of America, in immediately  available funds at the principal business address of
the Payee,  607 E. Adams Street,  Springfield,  Illinois 62739, or at such other
location as the Payee may designate from time to time in writing,  the principal
amount of $551,626,169  (subject to adjustment as provided in the Asset Transfer
Agreement  hereinafter  referred to), together with interest thereon as provided
in this  Note at a rate per  annum  (computed  on the  basis of a  360-day  year
consisting  of twelve 30 day months)  equal to seven  percent  (7%),  payable as
provided  herein;  provided  that the final  payment of  principal  and interest
hereon shall be due not later than May 1, 2005.

     Payments of principal and interest on this Note shall be made in accordance
with  Schedule  I to this Note  attached  hereto  and  subject  to the  attached
statement of subordination.

     This Note is the Note referred to in and executed and delivered pursuant to
the Asset Transfer Agreement of even date by and between the Maker as Transferee
and the Payee as Transferor (the "Asset Transfer Agreement").

     Upon receiving the prior written consent of the Payee, the Maker shall have
the right to prepay  the  principal  amount of this  Note,  in whole or in part,
without premium or penalty.  All partial  prepayments  shall be applied first to
accrued  interest  under  this Note and then to  principal  installments  in the
reverse order of their maturity.

     The Maker shall be in default under this Note upon the occurrence of any of
the following events of default (an "Event of Default"):

     (a)  default in the payment of any installment of the principal or interest
          on this Note, which default,  continues unremedied for a period of ten
          days after  notice of default  shall have been  received  by the Maker
          from the Payee;

     (b)  the Maker fails to make any payment in respect of any  indebtedness or
          contingent  obligation  having an aggregate  principal  amount of more
          than  $5,000,000  when due  (whether by scheduled  maturity,  required
          prepayment,  acceleration,  demand,  or  otherwise)  and such  failure
          continues  after  the  applicable  grace  or  notice  period,  if any,
          specified in the relevant document on the date of such failure;


<PAGE>

     (c)  any breach of the provisions under the Asset Transfer Agreement or the
          Joint Dispatch  Agreement,  subject to any periods of cure thereunder,
          by the Maker; and

     (d)  an  involuntary  proceeding  shall  be  commenced  or  an  involuntary
          petition  shall be filed seeking (i)  liquidation,  reorganization  or
          other relief in respect of the Maker or its debts, or of a substantial
          part of its assets,  under any Federal,  state or foreign  bankruptcy,
          insolvency, receivership, or similar law now or hereafter in effect or
          (ii) the appointment of a receiver, trustee, custodian,  sequestrator,
          conservator  or similar  official  for the Maker or for a  substantial
          part of its assets, and, in any such case, such proceeding or petition
          shall continue undismissed for 60 days or an order or decree approving
          or ordering any of the foregoing shall be entered.

     Upon the occurrence of an Event of Default,  and at any time  thereafter as
long as such Event of Default  shall be  continuing,  the Payee may  declare all
liabilities  and  obligations  of the  Maker to the  Payee  immediately  due and
payable and the same shall thereupon become  immediately due and payable without
any further action on the part of the Payee.

     This Note shall not be  assigned  by the Maker  without  the prior  written
consent of the Payee.  This Note  shall  bind the Maker and its  successors  and
assigns, and the benefits hereof shall inure to the benefit of the Payee and its
successors and assigns.  All references  herein to the "Maker" and "Payee" shall
be  deemed  to apply to the  Maker  and the  Payee,  respectively,  and to their
respective successors and assigns.

     The Maker (and the  endorser,  guarantor or surety  hereof)  hereby  waives
presentment,  demand, protest and notice of any kind. No failure to exercise and
no delay in  exercising  any  rights  hereunder  on the part of the Payee  shall
operate as a waiver of such rights.

     The validity, interpretation and enforcement of this Note shall be governed
by the laws of the State of Illinois  without  giving  effect to the conflict of
laws principles thereof.

     IN WITNESS  WHEREOF,  the Maker has  caused  this Note to be  executed  and
delivered by the Maker's duly  authorized  person as of the date first set forth
above.


<PAGE>

                                            AMEREN ENERGY GENERATING COMPANY,
                                            an Illinois corporation.

                                            By:
                                                ----------------------------
                                                     Jerre E. Birdsong




<PAGE>


                                   SCHEDULE I

SCHEDULE OF PRINCIPAL AND INTEREST PAYMENTS ON PROMISSORY NOTE

Payments of  principal  are due on May 1 of each year.  Payments of interest are
due on May 1,  August 1,  November  1, and  February  1 of each year  commencing
August 1, 2000.  Amounts  payable are subject to  adjustment  as provided in the
Note and the Asset Transfer Agreement dated as of May 1, 2000


    Period Ending           Principal Payment           Interest Payment


       8/1/00                                            $ 9,653,458.00

       11/1/00                                           $ 9,653,458.00

       2/1/01                                            $ 9,653,458.00

       5/1/01                  $ 39,925,324              $ 9,653,458.00

       8/1/01                                            $ 8,954,765.00

       11/1/01                                           $ 8,954,765.00

       2/1/02                                            $ 8,954,765.00

       5/1/02                  $ 42,720,096              $ 8,954,765.00

       8/1/02                                            $ 8,207,163.00

       11/1/02                                           $ 8,207,163.00

       2/1/03                                            $ 8,207,163.00

       5/1/03                  $ 45,710,504              $ 8,207,163.00

       8/1/03                                            $ 7,407,229.00

       11/1/03                                           $ 7,407,229.00

       2/1/04                                            $ 7,407,229.00

       5/1/04                  $ 48,910,240              $ 7,407,229.00

       8/1/04                                            $ 6,551,300.00

       11/1/04                                           $ 6,551,300.00

       2/1/05                                            $ 6,551,300.00

       5/1/05                  $374,360,003              $ 6,551,300.00



<PAGE>


                           STATEMENT OF SUBORDINATION

     The indebtedness  evidenced by this Note shall be subordinate and junior to
any and all  indebtedness,  except that certain  promissory  note dated June 30,
2000 to Ameren Corporation in the amount of $50,000,000  (hereafter  referred to
as "Senior Debt") of Maker,  now existing or hereafter  incurred,  in respect of
(i) borrowings  (including renewals and extensions thereof) from any one or more
banks, insurance companies, pension or profit sharing trusts, or other financial
institutions  whether  secured  or  unsecured,  and  (ii) all  other  borrowings
incurred,  assumed or guaranteed by Maker, at any time, before or after the date
of this Note, evidenced by a note,  debenture,  bond or other similar instrument
(including  capitalized  lease and purchase  money  obligations,  and/or for the
acquisition  (whether by way of purchase,  merger or otherwise) of any business,
real property or other assets (except assets  acquired in the ordinary course of
business)  but excluding  obligations  other than for borrowed  money  including
trade payables and other obligations to general creditors),  except indebtedness
which,  by its terms or the terms of the  instrument  creating or evidencing it,
provides  that such  indebtedness  is not  superior  in right of  payment to the
payment of principal of or any interest on this Note, or that such  indebtedness
is subordinated  to all other  indebtedness  of the Maker.  Notwithstanding  any
other  provision  of  this  Note,  "Senior  Debt"  shall  include  refinancings,
renewals,  extensions or refundings of the indebtedness described in clauses (i)
and (ii) above.  "Subordinate  and junior" as used herein shall mean that in the
event of:

              (a) any default in, or violation  of, the terms or covenants
         of any Senior Debt, including, without limitation, any default in
         payment of principal of, or premium,  if any, or interest on, any
         Senior Debt whenever due (whether by  acceleration of maturity or
         otherwise), and during the continuance thereof, or

              (b)  the  institution  of  any   liquidation,   dissolution,
         bankruptcy,  insolvency,  reorganization  or  similar  proceeding
         relating to Maker, its property or its creditors as such,

the  holder of this  Note  shall not be  entitled  to  receive  any  payment  of
principal  of, or premium,  if any, or interest  on, this Note until all amounts
owing in respect of Senior Debt (matured and unmatured)  shall have been paid in
full;  and from and after the happening of any event  described in clause (c) of
this paragraph, all payments and distributions of any kind or character (whether
in cash, securities or property) which, except for the subordination  provisions
hereof,  would  have been  payable or  distributable  to the holder of this Note
(whether  directly  or by  reason of this  Note's  being  superior  to any other
indebtedness),  shall be made to and for the  benefit  of the  holders of Senior
Debt (who shall be entitled to make all necessary claims therefor) in accordance
with the  priorities  of payment  thereof  until all Senior  Debt  (matured  and
unmatured)  shall  have  been  paid in full.  Upon the  happening  of any  event
described in clauses (a) or (b) of this paragraph, all Senior Debt shall (at the
option  of  the  holder  thereof  and  subject  to  the  terms  thereof)  become
immediately  due and  payable  in full.  No act or failure to act on the part of
Maker, and no default under or breach of any agreement of Maker,  whether or not
herein  set  forth,  shall in any way  prevent or limit the holder of any Senior
Debt from


<PAGE>


enforcing  fully the  subordination  herein  provided for,  irrespective  of any
knowledge or notice  which such holder may at any time have or be charged  with.
So long as any Senior Debt shall be  outstanding,  Maker shall not,  without the
prior written consent of all holders  thereof except as may be otherwise  agreed
to by such  holders  in such  instruments,  (i) pay any  amount  in  respect  of
principal  of this Note prior to the stated  maturity  thereof  or  purchase  or
redeem  this  Note in whole or in part,  except  as may be  otherwise  expressly
required herein or (ii) alter or amend any of the terms of this paragraph. Maker
and the  holder  hereof  agree not to alter,  amend or waive any of the terms of
this Note or any right in respect  thereto in any manner  which might  adversely
affect the holders of Senior Debt without the prior written  consent of all such
holders  except  as  may  be  otherwise  agreed  to  by  such  holders  in  such
instruments.  Without  limiting the above,  any alteration,  amendment or waiver
providing for full or partial payment,  purchase or redemption  hereof, by Maker
at any time  other  than as  originally  set  forth  herein,  shall be deemed to
adversely  affect  the  holders  of Senior  Debt.  Anything  hereinabove  to the
contrary notwithstanding,  in the event that any payment or distribution is made
with  respect to the  indebtedness  evidenced  by this Note in  violation of the
terms hereof,  any holder hereof  receiving such payment or  distribution  shall
hold it in trust for the  benefit  of,  and shall  remit it to,  the  holders of
Senior  Debt then  outstanding  in  accordance  with the  priorities  of payment
thereof. The provisions of this paragraph are solely for the purpose of defining
the  relative  rights of the  holders  of Senior  Debt on the one hand,  and the
holder of this Note on the other  hand,  and nothing  herein  shall  impair,  as
between Maker and the holder of this Note,  the  obligation  of Maker,  which is
unconditional  and absolute,  to pay to the holder hereof the principal  hereof,
and the premium,  if any,  and interest  hereon,  in  accordance  with the terms
hereof nor shall anything herein prevent the holder of this Note from exercising
all remedies  otherwise  permitted by applicable  law or hereunder  upon default
hereunder,  subject to the rights,  if any,  under this  paragraph of holders of
Senior Debt.  Any  instrument  defining the terms of any Senior Debt may include
subordination provisions in respect of this Note and, in such case, in the event
of any inconsistency  between the terms of the subordination  provisions of such
Senior Debt instrument and the subordination provisions herein, the terms of the
subordination provisions of such Senior Debt instrument shall govern.

     This statement of  subordination is hereby made a part of the attached Note
as if set forth in full therein.



<PAGE>



                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 4.2(f)
                Existing Indebtedness to be Discharged by Closing

         The Real Property,  Fixed Assets and Inventory and other property to be
transferred  is subject to the lien of the Mortgage  Indenture  dated October 1,
1941, as amended from Central Illinois Public Service Company to U.S. Bank Trust
National  Association,  successor  trustee (the  "Mortgage").  Transferor  shall
deliver all necessary  documentation,  including executed and recordable release
deeds, necessary to provide for the release of all Acquired Assets from the lien
of the Mortgage.  Central  Illinois Public Service Company shall not be required
to otherwise discharge the Mortgage.



<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(c)
                          Title to the Acquired Assets


         See the description of the Mortgage in Schedule 4.2(f).


<PAGE>



<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                   Contracts

         Name of Company                    Date of Contract            Purpose                  Consent Required  Consent Received
         ---------------                    ----------------           -------                   ----------------  ----------------

<S>                                            <C>                 <C>                                  <C>             <C>
1.       Exxon Coal USA, Inc.                   1/1/00             Sale and purchase of coal             No

2.       Varion                                10/4/99             Customer support agreement            Yes             Yes

3.       Pacific Scientific Service, Inc.         --               Service Agreement for                 No
                                                                    Counter Sensor CALTYPE

4.       Lucent Technologies                   12/5/98             Service Agreement for telephone       Yes             Tes
                                                                    system at Coffeen

5.       Lucent Technologies                   12/5/98            Service Agreement for telephone       Yes              Yes
                                                                   system at Grand Tower

6.       Lucent Technologies                   12/5/98            Service Agreement for telephone       Yes              Yes
                                                                   system at Newton

7.       Lucent Technologies                   12/5/98            Service Agreement for telephone       Yes              Yes
                                                                   system at Meredosia

8.       Lucent Technologies                   12/5/98            Service Agreement for telephone       Yes              Yes
                                                                   system at Hutsonville

9.       Siebe Environmental Controls          7/30/99            Maintenance of Barber-                No
                                                                   Colman Network 8000 (1) LCM

10.      Trans-Ash                              1/1/99            Ash management services               Yes


<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Name of Company                    Date of Contract            Purpose                  Consent Required  Consent Received
         ---------------                    ----------------           -------                   ----------------  ----------------


<C>                                            <C>                <C>                                  <C>             <C>
11.      Trans-Ash                             7/1/98             Coal combustion product usage        No
                                                                    agreement

12.      Transport Capital LLC                 10/1/98            CIPS NCUX Railcar Lease              Yes

13.      Trinity Rail Management               9/17/98            CIPS NCUX Rail Car                   Yes
                                                                    Maintenance Agreement

14.      Illinois Central Railroad Company      1/1/98            Rail Transportation Agreement        Yes
                                                                    STB-IC-C-8015

15.       Burlington Northern Santa Fe          4/18/00           Transportation of coal               No
         (BNSF)                                                     from Wyoming Powder River
                                                                    Basin for Meredosia and Newton
                                                                    BNSF-C-12172

16.            Chicago and North Western       11/27/85           Transportation of coal               No
         Transportation Company                                     from Monterey, No. 1 Mine, IL
         Norfolk and Western Railway Co.                            To Coffeen Power Plant
                                                                    ILLCC-CNW-C-0052

17.      Soo Line Railroad Company             12/22/92          Transportation of coal from           No
         Indiana Rail Road Company                                  Black Beauty Coal Company
                                                                    For Newton-2 Power Plant
                                                                    ICC-SOO-C-8909 and CPRS-C-134219


<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)




         Name of Company                    Date of Contract            Purpose                  Consent Required  Consent Received
         ---------------                    ----------------           -------                   ----------------  ----------------

<C>                                            <C>                <C>                                  <C>              <C>
18.       AllWaste Environmental               2/24/95           Gritblasting, hyroblasting,           Yes              Yes
            Services, n/k/a Phillips Services                     vacuuming and deslagg services

19.      Goedecke                              5/20/97           Service and repair of five (5)        Yes              Yes
                                                                  Linden-Alimak Hoists at Newton

20.      Safety Resources, Inc.                7/15/97           Safety inspection services - Newton   No

21.      Cooperative Fisheries Research         8/4/97           Biological study on Newton Lake       No
         Laboratory SIU

22.      Illinois Dept. of Natural Resources   3/11/99           Management of public use              No
                                                                  activities

23.      Sargent & Lundy Engineers             6/23/89           Consultation and engineering          No
                                                                  services

24.      Turbine Consultants, Inc.             8/28/89           Turbine inspection/analysis work      Yes              Yes

25.      Arkwright Mutual Insurance Co.        2/26/93           Authorized inspection services        No

26.      Anderson Electric, Inc.                4/2/93           Electrical services                   Yes              Yes

27.      City of Greenville                    10/6/76           Water supply at Coffeen Station       No



<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Name of Company                    Date of Contract            Purpose                  Consent Required  Consent Received
         ---------------                    ----------------           -------                   ----------------  ----------------

<C>                                            <C>                <C>                                  <C>              <C>
28.      Halliburton Industrial Service        8/25/86            Industrial cleaning at Power Station Yes              Yes
         n/k/a HydroChem

29.      Dowell Schlumber, Inc.                8/25/86            Industrial cleaning at Power Station Yes              Yes
         n/k/a HydroChem

30.      White and Brewer Trucking Co.         2/16/96            Deposit of fly ash, coal combustion  No
                                                                    by-products and non-hazardous
                                                                    materials

31.      King Cut, Incorporated                 2/1/96            Sale and purchase of slag from       No
                                                                   Coffeen Station

32.      Westinghouse Electric Corp.           5/24/96            Purchase of DAS and Control          Yes              Yes
                                                                   Upgrade

33.      Envotech-Illinois LLC                  8/8/97            Disposal and transportation of       No
                                                                   waste materials

34.      Soo Line Railroad Company            12/20/95            Rebates to CIPS for annual coal      No
         Indiana Rail Road Company                                 deliveries more than a certain
                                                                   tonnage
                                                                   ICC-CPRS-C-19320

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Coffeen - Licenses


         Name of Company                    Date of Contract            Purpose         Consent Required  Consent Received
         ---------------                    ----------------            -------         ----------------  ----------------

<S>                                            <C>                <C>                        <C>              <C>
1.       William L. Brackett                   8/2/83             Farming $100 A             No

2.       William L. Brackett                   8/2/83             Farming $10 A              No

3.       William L. Brackett                   8/2/83             Farming $60                No

4.       William L. Brackett                   8/25/78            Farming $650               No

5.       Roy Bohle                             8/13/92            Mowing                     No

6.       Dean Huber                             8/2/83            Farming                    No

7.       Michael Huber                         11/1/83            Farming                    No

8.       Mike Shelton                          8/12/83            Farming                    No

9.       Jimmy Ricke                           10/3/85            Farming $80 A              No

10.      Jimmy Ricke                           6/30/83            Farming $50                No

11.      C.O. Snider                            8/4/83            Farming                    No

12.      General Telephone Co. of Illinois    10/13/75            Underground cable          No



<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Name of Company                    Date of Contract            Purpose         Consent Required  Consent Received
         ---------------                    ----------------            -------         ----------------  ----------------

<C>                                            <C>                <C>                        <C>              <C>
13.      GTE North Incorporated                3/8/89             Communications             No
                                                                   systems

14.      Village of Donnellson                1/11/78             Water main                 No



<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Coffeen - Easements

         Name of Grantor                Date of Easement       Purpose                   Consent Required          Consent Received

<C>                                         <C>              <C>                                <C>                    <C>
1.       Consolidated Coal Company          9/9/83           Two sets of tracks                 No


2.       Illinois Power Company             4/28/70           Partial Assignment                No
                                                               of Easement

3.       Illinois Power Company             4/28/70           Assignment of                     No
                                                               Easement

4.       The New York Chicago and           7/16/63           Construction of dam               No
         St. Louis Railroad Company                            inundated lands

5.       Consolidation Coal Company         9/26/63           Roadway easement                  No

6.       Consolidation Coal Company         6/26/63           Use of shoreline                  No

7.       Consolidation Coal Company          5/2/63           Subordinate surface               No
                                                               rights; waive claims

8.       McCartin & McAuliffe               11/6/63           Assignment of                     No
         Mechanical Contractor, Inc.                           Waterline Easement

9.       Consolidation Coal Company         8/8/68            Electric transmission line        No



<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Coffeen - Easements

         Name of Grantor                Date of Easement       Purpose                   Consent Required          Consent Received

<C>                                         <C>              <C>                                <C>                    <C>
10.      Andrew P. Duncan, Dan A.           11/4/83           Roadway                           No
         & Sophia L. Duncan

11.      Illinois Power Company             6/18/80           Electric transmission line        No

12.      Illinois Power Company             7/23/69           Electric transmission line        No

13.      Illinois Power Company             8/23/66           Electric transmission line        No

14.      Illinois Power Company             7/7/65            Electric transmission line        No

15.      General Telephone Company          4/23/73           Communications lines              No

16.      People of the State of Illinois    5/27/75           Road Dedication                   No

17.      Consolidation Coal Company          5/3/77           Roadway                           No

18.      Montgomery County Water            8/24/99           Waterline                         No
         Co., Inc.




<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Coffeen - Easements

         Name of Grantor                Date of Easement       Purpose                   Consent Required          Consent Received

<C>                                         <C>               <C>                               <C>                    <C>
19.      Montgomery County Water            6/1/99            Waterline                         No.
20.      City of Coffeen                    5/13/83           Waterline                         No



         Agreements

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

<C>                                         <C>               <C>                              <C>                     <C>
1.       State of Illinois acting by and    7/2/86            Conservation & public             No
         Through the Dept. of Conservation                     recreation
         (n/k/a IL Dept. of Natural Resources)

         Amended                            9/30/88           Extend area of leased             No
                                                               Premises

         Amended                            11/11/89          Extend area of leased             No
                                                               Premises

         Amended                            6/11/91           Extend area of leased             No
                                                               Premises

         Amended                            9/12/91           Extend area of leased             No
                                                               Premises




                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Agreements

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

<C>                                         <C>               <C>                              <C>                     <C>
         Amendment #4                       10/1/95           Procedure for modifications      No
                                                               Annual Mgmt Agreement

         Amendment #5                       8/20/96           Construct boat dock; extend      No
                                                               Expiration date to 6/30/2021

         Amendment #6                       6/30/97           Termination considerations       No

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Grand Tower - Licenses

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

<S>                                         <C>               <C>                              <C>                     <C>
1.       Arthur Ward                        8/10/92           Mowing                           No

2.       Gary Hileman                       12/20/88          Farming $150A                    No


         Easements

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

<C>                                         <C>               <C>                              <C>                     <C>

1.       Illinois Commercial Telephone Co.  7/5/39            Telephone cable poles            No

2.       Illinois Commercial Telephone Co.  3/16/44           Telephone system                 No

3.       Texas Illinois Natural Gas         4/23/51           Three pipelines                  No
         Pipeline Company

4.       Union Electric Company             5/20/70           Tower cables                     No
         (easement and agreement)

5.       People of the State of Illinois    8/14/64           Highway dedication               No



<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

<C>                                         <C>               <C>                              <C>                     <C>
1.       Bunge Corporation                  4/5/88            Ingress/egress                   No

2.       Illinois Central Railroad Co.      1/9/50            Stop log closure structure       No

3.       Grand Tower Drainage               8/19/48           Levee                            No
         and Levee District
         (RW release/agreement)


         Agreements

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received


1.       The Illinois Central Railroad Co.  10/18/48          Spur track                       No

2.       The Illinois Central Railroad Co.  6/10/55           Spur track                       No

3.       The Illinois Central Railroad Co.  4/12/49           Spur track                       No

</TABLE>




<PAGE>

<TABLE>
<CAPTION>

                                                       ASSET TRANSFER AGREEMENT
                                                            SCHEDULE 5.1(d)
                                                                       Contracts


         Hutsonville - Licenses

         Name of Licensee               Date of License        Purpose                   Consent Required          Consent Received

<S>     <C>                                 <C>               <C>                             <C>                      <C>

1.       Daron Wampler and                  1/27/98           10" waterline                   No
         Duane Wampler

2.       Byrl Mehler and Sons               12/5/96           Farming                         No


         Easements

         Name of Grantee                Date of Easement       Purpose                   Consent Required          Consent Received

1.       Hutsonville Telephone Co.          3/27/39           Telephone cable                    No

2.       Town of Hutsonville                 4/7/55           Highway                            No

3.       Town of Hutsonville                1/30/62           Highway                            No


         Leases

         Name of Lessor                 Date of Lease          Purpose                   Consent Required          Consent Received

         Betty J. Landrith                  7/14/93           Storage $600 Mo.                   No

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
Meredosia - Easements

         Name of Grantee                Date of Easement       Purpose                   Consent Required          Consent Received

<S>                                         <C>                 <C>                             <C>                    <C>
1.       People of the State of Illinois    12/8/41             Highway dedication              No

2.       Texas-Empire Pipe Line Co.         7/31/45             Pipeline                        No

3.       W.R. Grace & Co.                   8/8/61              Roadway terminal pipeline       No
         (Easement and Agreement)

         Agreements

         Name of Company                Date of Agreement      Purpose                   Consent Required          Consent Received

1.       Norfolk & Western Railway          6/12/58             Private grade crossing          Yes
         Company, f/k/a Wabash Railroad Co.

2.       Norfolk & Western Railway          4/28/58             Private side track              Yes
         Company, f/k/a Wabash
         Railroad Company

3.       National Starch and Chemical       1/1/95              Railroad siding                 No
         Corporation (Lease Agreement
         CIPS Lessor)

4.       Norfolk & Western Railway          2/7/42              Private side track              No
         Company, f/k/a Wabash Railroad Co.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Newton- Leases

         Name of Lessee                 Date of Lease          Purpose                   Consent Required           ConsentReceived

<S>                                          <C>                <C>                                <C>                 <C>
1.       Mike Fehrenbacher                   3/1/98             IDOC Hunting Program               No

2.       Ronald Johnson                      3/1/98             IDOC Hunting Program               No

3.       Harold Rauch                        3/1/98             IDOC Hunting Program               No

4.       Jim Stewart                         3/1/98             IDOC Hunting Program               No

5.       Jerry Sparks                        3/1/98             IDOC Hunting Program               No

6.       Bud Schackman                       3/1/98             IDOC Hunting Program               No

7.       Mike Elmore                        12/1/98             Agricultural                       No

8.       Kent Klier                         12/1/98             Agricultural                       No

9.       Ralph Emmerich                     9/15/95             Agricultural                       No

10.      Hetzer Farms, Inc.                 9/15/95             Agricultural                       No

11.      Rosa Bixter                        9/15/95             Agricultural                       No

12.      Lee Elmore                         9/15/95             Agricultural                       No


<PAGE>



                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts

         Name of Lessee                 Date of Lease          Purpose                   Consent Required           ConsentReceived

<C>                                          <C>                <C>                                <C>                 <C>
13.      Bobby Story (2 leases)              9/15/95           Agricultural                        No

14.      Kennedy Agri Corp.                 10/13/95           Agricultural                        No

15.      Walter Lambird                      9/15/95           Agricultural                        No

16.      Wendell Reed                        9/15/95           Agricultural                        No

17.      Jerry Sparks                        10/17/95          Agricultural                        No

18.      Wayne Sparks                        9/15/95           Agricultural                        No

19.      Kent Klier                          9/15/95           Agricultural                        No

20.      Paul Johnson                        9/15/95           Agricultural                        No

21.      Ronald Johnson                      8/5/98            Crop share lease                    No

22.      Harold Rauch                        2/1/99            Crop share lease                    No

23.      Jim Stewart                         12/1/98           Crop share lease                    No

24.      Jerry Sparks                        3/12/98           Crop share lease                    No


<PAGE>

         Name of Lessee                 Date of Lease          Purpose                   Consent Required           ConsentReceived

<C>                                          <C>                <C>                                <C>                 <C>
25.      Bud Schackman                       3/25/99            Crop share lease                   No

26.      Mike Fehrenbacher                   3/25/99            Crop share lease                   No

</TABLE>

 <PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Newton - Licenses

         Name of Lessee                 Date of Lease          Purpose                   Consent Required           ConsentReceived

<S>                                         <C>               <C>                                <C>                 <C>
1.       Willow Hill Grain, Inc.            10/20/97          Railroad trackage                  No

2.       E. J. Water Corporation            6/24/92           Waterline                          No

3.       General Telephone Company          10/3/75           UG cables                          No

4.       Norris Electric Cooperative        6/12/89           Electric service                   No


         Easements

         Name of Grantee                Date of Easement       Purpose                   Consent Required           Consent Received

1.       E. J. Water Corporation            4/25/97           Waterline                          No

2.       E. J. Water Corporation            3/27/97           Waterline                          No

3.       Norris Electric Cooperative        8/10/76           Electric transmission              No

4.       Town of South Muddy                11/5/74           Roadway                            No

5.       County of Jasper                   11/5/74           Roadway                            No

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
Agreements

         Name of Company                Date of Agreement      Purpose                   Consent Required           Consent Received

<S>                                         <C>               <C>                                <C>                   <C>
1.       First National Bank, Mattoon, IL   3/15/73           Farm management                    No

2.       First National Bank, Mattoon, IL   2/24/76           Farm management revised            No

3.       Norris Electric Cooperative        5/20/76           High side metering                 No

4.       Norris Electric Cooperative         4/7/73           Line relocation                    No

5.       Town of South Muddy                11/5/74           Roadway                            No

6.       Illinois Dept. of Conservation     3/14/79           Public use of lake and property    No

7.       Illinois Dept. of Conservation     8/10/81           Add property amendment             No

8.       Illinois Dept. of Conservation     8/16/94           Create management agreement        No

9.       State of Illinois IDNR              8/5/98           Management agreement               No
                                                               specific uses

10.      Norris Electric Cooperative         2/8/75           Release right of way               No

11.      Edward E. Rue                     12/10/81           Oil and gas lease                  No



<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
Agreements


12.      Design Nine, Inc.                  2/28/00           Engineering and related support    No
services for design of railroad lead
track at Newton Plant
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                    Contracts
         Pittsfield, Pike County, Illinois - Leases

         Name of Lessor                 Date of Agreement      Purpose                   Consent Required           Consent Received

<S>     <C>                                 <C>               <C>                                <C>                    <C>
1.       Elmer Yakley                       6/18/91           Compressed Air Energy              No
                                                               Storage (CAES) Project
         (NOW)

         Karen Sue Puckett and
         Karen Sue Puckett as Trustee
         Of the Victor Callendar Trust
         Number 2

</TABLE>


<PAGE>

                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                 Purchase Orders

Coal Supply Agreements:

     1.   CIPS/Exxon agreement dated 1/1/00
     2.   Viking & Miller Creek PO#323270
     3.   Creek Paum PO#323287

Coal Transportation Agreements:

     1.   BNSF-C-12172 PRB to Sauget, UPRR in St. Louis or ICRR in Centralia
     2.   ILLCC-CNW-C-0052 Monterey #1 to Coffeen
     3.   STB-IC-8015-PRB coal to Newton
     4.   ICC-SOO-C-8909 Black Beauty coal to Newton
     5.   CPRS-C-134219 PRB coal Chicago to Newton
     6.   Truck transport Exxon to Meredosia PO#323298
     7.   Truck transport from Miller Creek and Viking mines PO#323294
     8.   ICC-CPRS-C-19320 Allowance contract

Other Agreements:

     1.   Transport Stonesand to Coffeen PO#310142
     2.   Stonesand for Coffeen PO#323229
     3.   CIPS NCUX Railcar Lease
     4.   CIPS NCUX Railcar Maintenance
     5.   Trans-Ash &  Hutsonville  Ash  non-circumvention  agreement  effective
          7/1/98
     6.   Trans-Ash  &  Hutsonville  coal  combustion  product  usage  agreement
          effective 1/1/99
     7.   CIPS/King Cut Slag sale & purchase agreement effective 2/1/96
     8.   Railcar inspection services PO#331905



<PAGE>

<TABLE>
<CAPTION>

                          Open CIPS Generation Blankets
                                 As of 4/26/2000


               Vendor                         PO#        Exp. Date                Description

<S>                                           <C>        <C>          <C>
MONITOR LABS                                  83888      3/26/2001    MAINTENANCE OF CEM SYSTEMS - MEREDOSIA PLANT
UNITED SCIENCES INC                           85009     12/31/2000    MAINTENANCE OF STOCK MONITORING EQUIPMENT-COFFEEN PLANT
SCOTT SPECIALTY GASES                         85076      4/30/2002    CEM CALIBRATION GAS BOTTLES -  MEREDOSIA PLANT
MIDWEST POTTYHOUSE                            85081     12/31/2000    RENTAL OF PORTABLE REST ROOMS - GRAND TOWER PLANT
DAVIS CRANE SERVICE, INC                      85082     12/31/2000    RENTAL OF CRANE & OPERATOR - GRAND TOWER PLANT
AR INDUSTRIES INC                             85083     12/31/2000    REBUILD PULVERIZER PARTS -  GRAND TOWER PLANT
RID-ALL PEST CONTROL CO                       85084     12/31/2000    PEST CONTROL SERVICES - MEREDOSIA PLANT
WESTINGHOUSE ELECTRIC CO                      85086     12/31/2000    PARTS & SERVICE - COFFEEN PLANT
LINDAHL MARINE                                85087     12/31/2000    DIVERS & EQUIPMENT - COFFEEN PLANT
BETZ DEARBORN INC.                            85090     12/31/2000    BETZ POWERLINE 3202A - COFFEEN PLANT
CHICAGO UNDERWATER INC.                       85091     12/31/2002    DIVING SERVICE - GRAND TOWER PLANT
PUTNAM WRIGHT FORD MERC                       85093     12/31/2000    EMERGENCY PARTS - COFFEEN PLANT
BRAD RAGAN INC                                85094     12/31/2000    TIRE REPAIR - COFFEEN PLANT
SAFETY KLEEN                                  85095      3/25/2000    PARTS WASHER MACHINE SERVICE - MEREDOSIA PLANT
RP LUMBER                                     85139     12/31/2000    HARDWARE SUPPLIES - COFFEEN PLANT
BODYCOTE INDUSTRIAL                           85141     12/31/2000    ASBESTOS TESTING - COFFEEN PLANT
UNITED SCIENCES INC                           85142     12/31/2000    TELEPHONE SUPPORT MAINTENANCE - COFFEEN PLANT
FABICK MACHINERY COMPANY                      85143     12/31/2000    MAINTENANCE OF MOBILE EQUIPMENT - GRAND TOWER PLANT
CAPE PAINT AND GLASS INC                      85145      1/31/2002    BUILDING SUPPLIES - GRAND TOWER PLANT
KELLERS STORE                                 85149     12/31/2000    MISC. SUPPLIES - GRAND TOWER PLANT
MONITOR LABS                                  85151     12/31/2000    MAINTENANCE OF EMISSIONS MONITORING SYSTEM - GRAND TOWER
MONITOR LABS                                  85152     12/31/2000    MAINTENANCE OF STACK MONITORING EQUIPMENT - COFFEEN
UNITED SCIENCES INC                           85153     12/31/2000    MAINTENANCE OF EMISSIONS MONITORING SYSTEM - GRAND TOWER
OIL FILTER RECYCLERS OF                       85154     12/31/2000    SERVICE OIL FILTER RECYCLING CONTAINERS - COFFEEN
SCOTT SPECIALTY GASES                         85155     12/31/2000    CEM CALIBRATION GAS BOTTLES  - COFFEEN PLANT
MONITOR LABS                                  85156     12/31/2000    MAINTENANCE OF STACK MONITORING EQUIPMENT - COFFEEN
PROFESSIONAL VEGETATION                       85157     12/31/2000    VEGETATION CONTROL ON RECYCLE POND - COFFEEN PLANT
SAFETY- KLEEN CORPORATION                     85158      3/01/2001    SERVICE ON PARTS CLEANERS - COFFEEN PLANT
SAFETY- KLEEN CORPORATION                     85159      3/01/2001    HAZARDOUS WASTE REMOVAL - COFFEEN PLANT
WHITE AND BREWER CONST                        85160     12/31/2000    RENTAL OF ROAD GRADER - COFFEEN PLANT
OTIS ELEVATOR COMPANY                         85162     12/31/2000    ELEVATOR MAINTENANCE - COFFEEN PLANT
WHITE AND BREWER CONST                        85163     12/31/2001    BELTS & HOSES - COFFEEN PLANT
JONES CHEMICAL INC.                           85165     12/31/2000    CHLORINE - COFFEEN PLANT
MISSISSIPPI LIME CO                           85166     12/31/2000    LIME - GRAND TOWER PLANT


<PAGE>

                          Open CIPS Generation Blankets
                                 As of 4/26/2000


               Vendor                         PO#        Exp. Date                Description

<S>                                           <C>        <C>          <C>
G S ROBINS & CO                               85167     12/31/2000    GRANULAR CALCIUM HYPROCHLORITE - COFFEEN PLANT
EPICOR INCORPORATED                           85169     12/31/2000    BENTONITE 1150 - COFFEEN PLANT
CALGON CORPORATION                            85170     12/31/2000    CATFLOC TL POLYMER - COFFEEN PLANT
BETZ DEARBORN INC.                            85171     12/31/2000    CATIONIC POLYMER - COFFEEN PLANT
EAST ALTON SUPPLY CO                          85175     12/31/2000    EMERGENCY SUPPLIES - COFFEEN PLANT
PIONEER OIL CO                                85176     12/31/2000    LUBRICANTS - COFFEEN PLANT
BEARING HEADQUARTERS CO                       85177     12/31/2000    EMERGENCY PARTS - COFFEEN PLANT
AIR LIQUIDE AMERICA COR                       85178     12/31/2000    REFILLING OF CARBON DIOXIDE TANKS - COFFEEN PLANT
ERB EQUIPMENT CO OF IL                        85180     12/31/2000    PARTS FOR JOHN DEERE EQUIPMENT - COFFEEN PLANT
ALTORFER INC                                  85183     12/31/2000    MAINTENANCE OF COAL MOVING EQUIPMENT - COFFEEN PLANT
ILLINOIS BEARING COMPANY                      85184     12/31/2000    EMERGENCY PARTS - COFFEEN PLANT
BODINE ELECTRIC OF SPRI                       85185     12/31/2000    SMALL ELECTRIC MOTORS & REPAIRS - COFFEEN PLANT
DECATUR INDUSTRIAL ELEC                       85186     12/31/2000    SMALL ELECTRIC MOTORS & REPAIRS - COFFEEN PLANT
TRIANGLE INSULATION CO                        85187     12/31/2000    INSULATION & SUPPLIES - COFFEEN PLANT
HILLSBORO TIRE & AUTO                         85188     12/31/2000    TIRE REPAIRS - COFFEEN PLANT
LAMAR LIPE                                    85190     12/31/2000    TIRE REPAIRS - COFFEEN PLANT
KEITH WHITE SANITATION                        85191     12/31/2000    CLEANING OF WASTE HOLDING TANK - COFFEEN PLANT
ALIMAK ELEVATOR COMPANY                       85192     12/31/2002    ELEVATOR MAINTENANCE - GRAND TOWER PLANT
ALIMAK ELEVATOR COMPANY                       85193     12/31/2000    ELEVATOR INSPECTIONS - COFFEEN PLANT
BURNS & MCDONNELL                             85195     12/31/2000    STACK TESTING - COFFEEN PLANT
BURNS & MCDONNELL                             85196     12/31/2000    STACK TESTING - GRAND TOWER PLANT
PHILLIPS GETSCHOW COMPANY                     85218     12/31/2000    MAINTENANCE WORK - AMEREN CIPS
PERSONAL VEGETATION                           85219     12/31/2000    VEGETATION CONTROL - AMEREN CIPS POWER PLANTS
TRI-CHEM                                      85220     08/01/2001    ASBESTOS ABATEMENT - AMEREN CIPS
R T W INDUSTRIAL MAINTENANCE                  85227     12/31/2001    FURNISH/INSTALL REFRACTORY IN 2 CYCLONE BOILERS - COFFEEN
J & S COMPANIES INC                           85228     12/31/2001    INSULATION WORK - COFFEEN
NEW AGE FASTENERS                             85230     12/31/2001    BOILER STUD WELDING - COFFEEN POWER STATION
HICKS OIL COMPANY                             85289      1/31/2001    OIL & VARIOUS LUBRICANTS - MEREDOSIA PLANT
VANDEVANER ENGINEERING CO INC                 85291      3/31/2002    MAINTENANCE FOR FLYGT PUMPS - NEWTON
UNITED SCIENCES INC                           85368     12/31/2001    OPACITY MONITORING SERVICE -MEREDOSIA PLANT
MONTGOMERY ELEVATOR CO                        85369     12/31/2001    ELEVATOR SERVICE - MEREDOSIA PLANT
FUELLGRAF ELECTRIC CO                         85370     12/31/2001    STACK LIGHTING SERVICE - MEREDOSIA PLANT
ALIMAK ELEVATOR COMPANY                       85371     12/31/2001    STACK ELEVATOR SERVICE - MEREDOSIA PLANT
BURNS & MCDONNELL                             85372     12/31/2000    RATA STACK TESTING - COFFEEN


<PAGE>

                          Open CIPS Generation Blankets
                                 As of 4/26/2000

               Vendor                         PO#        Exp. Date                Description

<S>                                           <C>        <C>          <C>
WILKERSON RAIL TRANSFER INC                   85384     12/31/2000    CLEANING OF TRACKS & ASSOCIATED SWITCHES - COFFEEN
LUEBBERS WELDING & MANUFACTURING INC          85388     12/31/2000    FABRICATION SERVICES - COFFEEN PLANT
THERMAL SOLUTIONS INC                         85394      9/30/2001    CYCLONE REFACTORY CURING & STRESS RELIEVING - COFFEEN
VADAKIN                                       85395      9/14/2001    BOILER CYCLONE CLEANING - COFFEEN
G S ROBINS & CO                               85435     12/31/2000    AQUA AMONIA - COFFEEN PLANT
AIR PRODUCTS & CHEMICALS INC                  85438     12/31/2001    OIL PUMPED NITROGEN - COFFEEN PLANT
ROYER OIL CO INC                              85440     12/31/2000    GASOLINE FOR COFFEEN PLANT
ROYER OIL CO INC                              85441     12/31/2000    KEROSINE, #1 FUEL OIL & AMOSOL SOLVENT - COFFEEN
ILL-MO WELDING PRODUCTS                       85442     12/31/2000    OXYGEN, ACETYLENE & HYDROGEN - COFFEEN
A B B C-E SERVICES                            85453     12/31/2003    ABB SPARE PARTS - NEWTON PLANT
ALTORFER INC                                  85464      2/15/2001    CATERPILLER N/S PARTS & REPAIRS - MEREDOSIA PLANT
SPIDER STAGING SALES CO                       85466     12/31/2000    INSPECTION & REPAIR OF SPIDERS - COFFEEN
ILL-MO WELDING PRODUCTS                       85467     12/31/2000    ILL-MO WELDING PRODUCTS
SIEMENS WESTINGHOUSE POWER CORP               85469     12/31/2000    TURBINE/GENERATOR REPAIR/ENGINEEERING SERVICE - GRAND TOWER
OVERHEAD DOOR CO OF SOUTHEAST MO              85471     12/31/2000    OVERHEAD DOOR REPAIR - GRAND TOWER
HYDRO CHEM INDUSTRIAL SERVICES                85477     12/31/2000    BRINE TREATING DEMINERALIZER ANION RESIN - COFFEEN
RENEW/D P S                                   85487      1/31/2001    ON-SITE MISC. VALVE REPAIR - GRAND TOWER
ENTEK IRD INTERNATIONAL                       85499      2/18/2001    SUPPORT AGREEMENT FOR ENTEK VIBRATION ANALYZER - COFFEEN
ENVOTECK ILLINOIS LLC                         85579     12/31/2000    SANITARY WASTE PROCESSING - COFFEEN
MONITOR LABS INC DBA UNITED SCIENCES INC      85632       3/7/2001    MAINTENANCE OF GAS MONITORING SYSTEM
MONITOR LABS INC DBA UNITED SCIENCES INC      85633      3/31/2001    SERVICE AGREEMENT FOR CEMS - MEREDOSIA
RID-ALL PEST CONTROL CO                       85731      1/31/2002    PEST CONTROL SERVICES - MEREDOSIA
IKON OFFICE SOLUTIONS/MIREX CORP              85745     10/31/2003    MAINTENANCE OF CANON COPIER - NEWTON POWER STATION
GARELLA PEST MANAGEMENT INC                   85748     12/31/2001    PEST CONTROL SERVICES - COFFEEN PLANT
MARTIN RESOURCES INC                          85815     12/31/2002    BAGGED AND BULK SULFUR - NEWTON
SHANNAHAN CRANE & HOIST REPAIR                85860      8/31/2002    CRANE INSPECTION - COFFEEN
SHANNAHAN CRANE & HOIST REPAIR SERVICE        85862     12/31/2002    INSPECTON AND CRANE REPAIRS - NEWTON
ST LOUIS TESTING LABORATORIES INC             85903      3/31/2001    RADIOGRAPHIC SERVICES - GRAND TOWER
FLANDERS ELECTRIC MOTOR SERVICES              85946     12/31/2002    MOTOR /REPLACEMENT FOR SMALL (50 HP & LESS) MOTORS - NEWTON
MUNGER COMPANY INC                            86023      1/31/2003    NON-STOCK FISHER SPARE PARTS - NEWTON  ONLY
PIRANHA EXPLOSIVE SERVICES INC                86044      2/28/2003    EXPLOSIVE BOILER DESLAGGING SERVICES - NEWTON
TRI STATE INDUSTRIAL SERVICES                 86045      2/28/2003    BOILER CLEANING - NEWTON
A B B COMBUSTION ENGINEERING                  86046     12/31/2000    FIELD ENGINEERING SERVICES - CIPS PLANTS
POWER TECHNIQUES                              86049     12/31/2002    COAL CONVEYOR MAINTENANCE - NEWTON

</TABLE>

<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(d)
                                 Purchase Orders


                      Listing of Assigned Purchase Orders.


<PAGE>


                            ASSET TRANSFER AGREEMENT
                                 SCHEDULE 5.1(e)
                              ENVIRONMENTAL MATTERS


Coffeen Power Station

Coffeen Landfill Permit #1996-393-LF                 Site # 1358030005
Coffeen Underground Injection Control Permit Application, Log # 1998-389
NPDES Permit No. IL 0000108
Sludge Removal Permit No. 1998-EP-0967
Air Quality Permits:
                     730200002        Steam Generating Unit CB-1
                     730200001        Steam Generating Unit CB-2
                     91080029         Auxiliary Boiler CB-Aux-1
                     73031988         Coal Handling and Organic Liquids Storage
                     78060066         Fly Ash Silo
                     82100052         Storage Silo
                     99060047         CB-2 Over-Fire Air System
                                      Coffeen CAAPP Application
                                      Coffeen Phase II Permit


Newton Power Station

Newton Landfill (closed)  Permit No. 1995-453-LMF   Facility No. 0798080002
Newton Landfill (active)   Permit No. 1997-233-LF      Facility No. 0798085001
NPDES Permit No. IL 0049191
Sludge Removal Permit No. 1997-EP-3880
Air Quality Permits:
                     78080036         Steam Generating Unit NB-1
                     83020010         Steam Generating Unit NB-2
                     79020027         Upgraded Coal Handling System
                     77060001         Newton Storage Tanks
                     79070035         Lime and Soda Ash Handling Equipment
                     79070034         Fly Ash Dust Collector
                     99070011         Car Dumper Dust Collector
                                      Newton CAAPP Application
                                      Newton Phase II Permit


<PAGE>


Meredosia Power Station

NPDES Permit No. IL 0000116
Sludge Removal Permit No. 1997-EP-0282
Air Quality Permits:
                     73020005         Steam Generating Unit MB-1
                     73020009         Steam Generating Unit MB-2
                     73020008         Steam Generating Unit MB-3
                     73020006         Steam Generating Unit MB-4
                     73020007         Steam Generating Unit MB-5
                     75050052         Steam Generating Unit MB-6
                     73031936         Coal Handling and Oil Storage Facility
                     75050052         Fuel Oil Storage Tanks
                                      Meredosia CAAPP Application
                                      Meredosia Phase II Permit
Oil Pollution Act Facility Response Plan - USEPA No. 0500171
                                         - US Coast Guard No. 041


Hutsonville Power Station

NPDES Permit No. IL 0004120
Operating Permit No. 1995-EP-3523
Sludge Removal Permit No. 1995-EP-4507
Air Quality Permits:
                     73020017        Steam Generating Unit HB-5
                     73020018        Steam Generating Unit HB-6
                     73031933        Coal Handling/Oil Storage/Diesel Generator
                                     Hutsonville CAAPP Application
                                     Hutsonville Phase II Permit


Grand Tower Power Station

NPDES Permit No. IL 0000124
Sludge Removal Permit No. 1994-EP-0745
Air Quality Permits:
                     73020010         Steam Generating Unit GB-7
                     73020011         Steam Generating Unit GB-8
                     73020012         Steam Generating Unit GB-9
                     73031937         Coal Handling/Oil Tanks/Fly Ash Silos
                     99080101         Combustion Turbine Permit
                                      Grand Tower CAAPP Application
                                      Grand Tower Phase II Permit



<PAGE>


Miscellaneous

Illinois  Radioactive  Materials  License  Number  IL-01228-01  Amendment  No. 7
B9904079 Open Burning Permit (Coffeen,  Newton,  Meredosia,  Hutsonville,  Grand
Tower)



<PAGE>

                                {CIPS LETTERHEAD}
                                 April 10, 2000



Office of State Fire Marshal
Division of Boiler & Pressure Vessel Safety

Attention:        Dr. David A. Douin
                  Superintendent
                  Boiler & Vessel Safety
                  1035 Stevenson Drive
                  Springfield, IL 62703-4259

Subject: Transfer of Ownership of Boilers & Pressure Vessels

Dear Sir:

Effective  May  1,  2000,  the  Central  Illinois  Public  Service  Company,   a
wholly-owned  subsidiary of Ameren  Corporation,  will transfer ownership of its
power  stations to a new  company,  Ameren  Energy  Generating  Company,  also a
wholly-owned subsidiary of Ameren Corporation.

Please find  enclosed  with this  letter a listing of all  boilers and  pressure
vessels  to be  transferred  to  Ameren  Energy  Generating  Company.  All other
information, billing address, etc. shall remain the same.

Please  contact me should you have any questions or comments,  or, if additional
information is required.

Sincerely,



Randall S. Funk
Boiler Engineer
(217) 535-5288
rfunk@ameren.com

Encl.

cc:      J. L. Simpson
         Plant Managers
         Ron Evans
         C. R. Inman
         Gary Babb, HSB
         Jim Calder, HSB


<PAGE>


Location                   Object #

Coffeen                   B0033084
Coffeen                   B0046348
Coffeen                   B0066858
Coffeen                   B0071408
Coffeen                   U0175897
Coffeen                   U0181382
Coffeen                   U0181383
Coffeen                   U0181385
Coffeen                   U0181386
Coffeen                   U0181387
Coffeen                   U0181389
Coffeen                   U0181390
Coffeen                   U0181392
Coffeen                   U0181394
Coffeen                   U0181395
Coffeen                   U0181397
Coffeen                   U0181398
Coffeen                   U0181399
Coffeen                   U0181400
Coffeen                   U0181401
Coffeen                   U0181402
Coffeen                   U0181403
Coffeen                   U0181404
Coffeen                   U0181476
Coffeen                   U0181540
Coffeen                   U0181562
Coffeen                   U0181563
Coffeen                   U0206477
Coffeen                   U0214488
Coffeen                   U0214489
Coffeen                   U0214489 Unit #2
Coffeen                   U0214490
Coffeen                   U0214491
Coffeen                   U0214492
Coffeen                   U0214757
Coffeen                   U0214758
Coffeen                   U0214759
Coffeen                   U0216763
Coffeen                   U0222175
Coffeen                   U0222176
Coffeen                   U0226148
Coffeen                   U0229120
Coffeen                   U0229121
Coffeen                   U0242059
Coffeen                   U0242080
Coffeen                   U0242081
Coffeen                   U0181387


<PAGE>

Location                  Object #

Grand Tower               B0009140
Grand Tower               B0029081
Grand Tower               B0030829
Grand Tower               U0175260
Grand Tower               U0175261
Grand Tower               U0175264
Grand Tower               U0175265
Grand Tower               U0175267
Grand Tower               U0175271
Grand Tower               U0175272
Grand Tower               U0175273
Grand Tower               U0175278
Grand Tower               U0189728
Grand Tower               U0222156
Grand Tower               U0222157
Grand Tower               U0222158
Grand Tower               U0222159
Grand Tower               U0222171
Grand Tower               U0222172
Grand Tower               B0075938
Hutsonville               B0007590
Hutsonville               B0029548
Hutsonville               U0175672
Hutsonville               U0175677
Hutsonville               U0175678
Hutsonville               U0175679
Hutsonville               U0175680
Hutsonville               U0175681
Hutsonville               U0175682
Hutsonville               U0175702
Hutsonville               U0175703
Hutsonville               U0175706
Hutsonville               U0175879
Hutsonville               U0197057
Hutsonville               U0206381
Hutsonville               U0214729
Hutsonville               U0216722
Hutsonville               U0222173
Hutsonville               U0102771
Hutsonville               U0102772
Hutsonville               U0229182
Meredosia                 B0008871
Meredosia                 B0008872
Meredosia                 B0008873
Meredosia                 B0008874
Meredosia                 B0033248
Meredosia                 B0071357


<PAGE>

Location                  Object #

Meredosia                 B0095611
Meredosia                 U0181564
Meredosia                 U0181565
Meredosia                 U0181571
Meredosia                 U0181572
Meredosia                 U0181573
Meredosia                 U0181574
Meredosia                 U0248155
Meredosia                 U0248156
Meredosia                 U0181580
Meredosia                 U0181582
Meredosia                 U0181583
Meredosia                 U0181584
Meredosia                 U0181585
Meredosia                 U0181587
Meredosia                 U0181588
Meredosia                 U0181589
Meredosia                 U0181590
Meredosia                 U0181591
Meredosia                 U0181592
Meredosia                 U0181593
Meredosia                 U0181594
Meredosia                 U0181597
Meredosia                 U0181598
Meredosia                 U0181599
Meredosia                 U0184061
Meredosia                 U0184062
Meredosia                 U0184063
Meredosia                 U0184064
Meredosia                 U0184065
Meredosia                 U0184066
Meredosia                 U0184067
Meredosia                 U0184068
Meredosia                 U0184070
Meredosia                 U0184071
Meredosia                 U0214664
Meredosia                 U0214680
Meredosia                 U0214880
Meredosia                 U0214881
Meredosia                 U0226166
Meredosia                 U0226167
Meredosia                 U0230755
Meredosia                 U0230756
Meredosia                 U0230758
Meredosia                 U0239016
Meredosia                 U0239017
Meredosia                 U0181593


<PAGE>

Location                  Object #

Newton                    B0014647
Newton                    B0017075
Newton                    B0058145
Newton                    U0184298
Newton                    U0184299
Newton                    U0184300
Newton                    U0184301
Newton                    U0184302
Newton                    U0184303
Newton                    U0184304
Newton                    U0184305
Newton                    U0184307
Newton                    U0184308
Newton                    U0184309
Newton                    U0184310
Newton                    U0184311
Newton                    U0184312
Newton                    U0184313
Newton                    U0184314
Newton                    U0189477
Newton                    U0189478
Newton                    U0189479
Newton                    U0189480
Newton                    U0189481
Newton                    U0189482
Newton                    U0189483
Newton                    U0189484
Newton                    U0189485
Newton                    U0189486
Newton                    U0203144
Newton                    U0203146
Newton                    U0203147
Newton                    U0203148
Newton                    U0203149
Newton                    U0203150
Newton                    U0203151
Newton                    U0203152
Newton                    U0203153
Newton                    U0203154
Newton                    U0203155
Newton                    U0206377
Newton                    U0206378
Newton                    U0206379
Newton                    U0206380
Newton                    U0214535
Newton                    U0214536
Newton                    U0214537


<PAGE>

Location                  Object #

Newton                    U0214538
Newton                    U0214671
Newton                    U0214676
Newton                    U0214677
Newton                    U0214678
Newton                    U0214679
Newton                    U0216720
Newton                    U0216721
Newton                    U0230744
Newton                    U0230757