EXHIBIT 10.2 ASSET TRANSFER AGREEMENT-KINMUNDY GEN

(continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.3.    Assignability and Consents .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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