MIDWEST GRAIN PRODUCTS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10u.txt
<TEXT>
                                                                   Exhibit 10(u)

                             COGENERATION AGREEMENT

THIS  AGREEMENT  is entered into as of the 16th day of  December,  1993,  by and
among  MIDWEST GRAIN  PRODUCTS,  INC.  ("MWG"),  a Kansas  corporation,  CENTRAL
ILLINOIS  LIGHT  COMPANY  ("CILCO"),   an  Illinois  corporation,   and  CILCORP
DEVELOPMENT SERVICES INC. ("CILCORP"), an Illinois corporation.

                                   WITNESSETH:

     WHEREAS,  MWG operates a processing  plant located on South Front Street in
Pekin, Illinois; and

     WHEREAS,  CILCO is engaged,  among other things, in the generation and sale
of electricity  in the State of Illinois and is a public utility  subject to the
jurisdiction of the Illinois Commerce Commission ("Commission"); and

     WHEREAS, CILCOPR is an affiliate of CILCO, and CILCORP and MWG have entered
into a Steam Heat Service Agreement dated December 16, 1993, under which CILCORP
will  construct,  operate and maintain a Boiler Plan on MWG's property leased to
CILCORP,  from which  CILCORP will supply MWG's  requirements  for steam heat at
MWG's Plant; and

     WHEREAS, the steam produced by the Boiler Plan can also be used by CILCO to
operate  electric  generators,  and the  parties  hereto wish to enter into this
Agreement  to set forth  the terms and  conditions  under  which  CILCO  will be
authorized to install,  operate and maintain  electric  generators on the Leased
Site.

     NOW,   THEREFORE,   in  consideration  of  the  promises  and  undertakings
hereinafter  set forth and the  execution  by MWG and  CILCORP of the Steam Heat
Service Agreement, the parties hereto agree as follows:
<PAGE>
                             Article I: Definitions

     "Agreement" means this Cogeneration Agreement.

     "Boiler  Plant" means the boilers and the structure  housing them which are
to be  constructed,  operated and  maintained  pursuant to the provisions of the
Steam Heat Service Agreement.

     "Facility"  means the electric  generating  units and related  fixtures and
equipment to be installed, operated and maintained by CILCO on the Leased Site.

     "Lease  Agreement"  means the lease between MWG and CILCORP dated  December
16, 1993, a copy of which is attached to the Steam Heat Service Agreement.

     "Leased  Site" means the property  leased to CILCORP  pursuant to the Lease
Agreement.

     "MWG  Plant" is the  processing  plant  owned by MWG located on South Front
Street in Pekin, Illinois.

     "Steam Heat Service  Agreement" means the contract entered into between MWG
and CILCORP under date of December 16, 1993 for the  construction  of the Boiler
Plant on the Leased Site, a copy of which contract is attached hereto as Exhibit
A and made a part hereof.

                         Article II: Cogeneration Units

1. CILCO's Obligations

     (a) Subject to the prior approval of the  Commission,  CILCO shall finance,
build,  own,  operate and maintain on the Leased Site electric  generating units
which  shall be driven by steam  produced  by

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<PAGE>

the Boiler Plant. CILCO shall be solely responsible for acquiring and installing
all  generating  equipment  and related  fixtures on the Leased Site and for all
costs of interconnecting, operating and maintaining the generating equipment and
related fixtures.

     (b)  CILCO,  at its own cost and  expense,  shall  secure all  permits  and
authorizations necessary to install,  operate and maintain the Facility,  except
to the extent such  permits and  authorizations  are  obtainable  only by MWG or
CILCORP, in which event MWG or CILCORP, as applicable,  shall obtain the permits
and authorizations at its own expense.

2. MWG's Obligations

     (a) MWG  shall  execute  the Steam  Heat  Service  Agreement  and the Lease
Agreement  attached to the Steam Heat Service  Agreement and shall provide at no
expense to CILCORP or CILCO  reasonable  access and easements to the Leased Site
and  surrounding  areas owned by MWG as are  reasonably  necessary  for CILCO to
install,  operate and  maintain  the  Facility  and  interconnect  the same with
CILCO's electric transmission and distribution system,  provided,  however, such
access and  easements  shall not  unreasonably  interfere  with the operation of
MWG's Plant or CILCORP's operation of the Boiler Plant.

     (b) MWG shall provide such  assistance as CILCO may  reasonably  request in
obtaining any permits required for the performance of this Agreement.

     (c) MWG shall  cooperate in any audit by the  Commission of the cost of the
Boiler  Plant  and the  Facility,  and  shall  make  available  to CILCO and the
auditors all data relating to such costs.

3. CILCORP's Obligations

     (a) CILCORP  shall allow CILCO  access to the Boiler Plant for the purposes
of installing,  interconnecting,  operating and  maintaining  the Facility,  and
CILCORP shall provide the steam required to operate the Facility.

     (b) Upon approval of this Agreement by the Commission, and payment by CILCO
to CILCORP of the book value of CILCORP's investment in the Boiler Plan, CILCORP
shall assign to CILCO all CILCORP's rights, duties, claims and obligations under
this Agreement,  the Steam Heat Service  Agreement and the Lease Agreement,  and
all CILCORP's  rights and interest in and to the Boiler  Plant.  As used herein,
"book value" shall have the same meaning such term has under generally  accepted
accounting principles,  after deducting straight line depreciation over the life
of the  property  or  thirty-four  years,  whichever  is  less.  Notice  of such
assignment shall be given to MWG,  whereupon CILCO shall assume and have all the
rights,  duties,  claims and  obligations of CILCORP under this  Agreement,  the
Steam heat Service  Agreement  and the Lease  Agreement for the period after the
assignment,  and  CILCORP  shall  have no  further  rights,  duties,  claims  or
obligations  under  those  contracts  for any period  after the  assignment.  No
approval of MWG shall be required in connection with such assignment.

     (c) CILCORP shall  cooperate in any audit by the Commission of the costs of
the Boiler  Plant and the  Facility,  and shall make  available to CILCO and the
auditors all data relating to such costs.

4. Operation of Facility

     (a) Any electric  power  generated  from the  Facility  will be supplied to
CILCO's transmission and distribution system.

     (b) CILCO shall procure and be solely  responsible  for the cost of any gas
required to produce  steam from the Boiler  Plant to the extent such gas exceeds
the amount that would have been required to operate the Boiler Plant pursuant to
the Steam Heat Service  Agreement if the Facility had not

                                       2
<PAGE>

been in operation. In determining CILCO's responsibility for gas used to produce
steam,  the gas shall be allocated  between the requirements of the Boiler Plant
as a  stand-alone  plant and the  additional  requirements  for gas  because the
Facility is operating,  in accordance with the formula specified in Exhibit H to
the Steam Heat Service  Agreement.  For  regulatory  purposes,  that part of the
capital  investment  in the Boiler  Plant that is  incurred  to  increase  steam
production to meet the requirements of the Facility and, to that extent, exceeds
the capital  investment  that would have been required  solely to meet the steam
heat  requirements  of MWG's Plant,  shall be included in CILCO's  electric rate
base. The balance of the capital  investment in the Boiler Plant shall be deemed
to be related solely to the production of steam heat for MWG's plant.

     (c) It is CILCO's intention to operate the Facility as a dispatchable unit,
and to generate  electricity from the Facility when the cost of such electricity
is less than the cost of electricity from other sources  available to CILCO, but
CILCO shall be under no obligation  to operate or refrain from  operation of the
Facility at any time,  and CILCO retains sole  discretion as to when and whether
to operate the Facility.

5. Commission Approval

     (a) CILCO's obligations under this Agreement are subject to the approval of
the  Commission,  and CILCO  shall  promptly  seek  Commission  approval of this
Agreement.

     (b) If the  Commission  fails to approve  this  Agreement,  or approves the
Agreement  subject  to  conditions  that  are  unacceptable  to  CILCO  or  that
materially  change  the  rights  or  obligations  of any  other  party  to  this
Agreement,  CILCO or such other party as the case may be, shall have the option,
within thirty days after the  Commission's  final action approving the Agreement
with such  conditions,  to terminate  this Agreement by giving written notice of
such  termination  to the other  parties.  Failure to give notice of termination
within such  thirty-day  period shall preclude any party from  terminating  this
Agreement under this Subsection (b) of Section 5, Article II.

     (c) If, for any reason, the Facility is not constructed, that failure shall
not impair or release the respective  rights and  obligations of CILCORP and MWG
under the Steam Heat Service Agreement and the Lease Agreement.

                        Article III: Terms and Conditions

1. Term of Agreement

     This  Agreement  shall become  effective on the date first set forth above,
and shall terminate upon the expiration of the Lease Agreement.

2. Payments by CILCO of Fuel Cost

     (a) CILCO  acknowledges  that  because  the  Boiler  Plant  will be used to
produce  steam to meet the steam heat  requirements  of MWG,  authorization  for
CILCO to use steam from the Boiler  Plant to operate the  Facility  will in many
cases  reduce  the cost of fuel that would  otherwise  be  incurred  by CILCO to
generate the same quantity of electric energy from its other  generating  units.
Therefore, as further consideration for authorization by MWG to install, operate
and maintain the Facility and connect it to the Boiler Plan, CILCO agrees to pay
MWG for a portion of the fuel costs  incurred by MWG for  production of steam in
the Boiler  Plant.  The  payment  shall be related to the net  savings  actually
realized by CILCO during any calendar month by generating  electricity  from the
Facility and delivering it to CILCO's  electric  transmission  and  distribution
system. The monthly payment,  if any, toward MWG's share of the fuel costs shall
be calculated according to the following formula:

     Payment = (A-B) x C x .333

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<PAGE>

     where

       A =  the average  variable  production  cost per kwh of CILCO's  electric
            generating  stations,  other than the Facility,  during the calendar
            month for which the payment is being calculated.

       B =  the  average   variable   production   cost  (fuel,   operating  and
            maintenance  expense)  per kwh of the  Facility  during the calendar
            month for which the payment is being calculated.

       C =  the number of kilowatt-hours  produced by the Facility and delivered
            to CILCO's electric  transmission and distribution system during the
            month for which the payment is being calculated.

Provided,  however,  in no event  shall the  payments by CILCO to MWG under this
Section 2 exceed the actual fuel costs  incurred by MWG for the operation of the
Boiler Plant for the month for which the payment is given.

     (b) The  payment  due to MWG under this  Section 2 of Article  III shall be
made in the month  immediately  following  the month for which the  payment  was
calculated.  The amount of the payment  shall be recovered by CILCO  through its
fuel adjustment clause.

     (c) No payment shall be provided  under this Section 2 until the first full
calendar month after CILCO synchronizes the Facility with CILCO's electric grid.

3. Further Assurances

     Each party  hereto  shall  execute,  acknowledge,  and  deliver any further
documents or instruments  that are necessary or desirable to carry out the terms
of this  Agreement,  including,  without  limitation,  a consent or  consents to
assignment  or similar  documents,  and shall take any other  action  reasonably
necessary and proper to carry out the terms and  provisions of this Agreement or
consistent  with the terms of this Agreement that may reasonably be requested by
the other party, for the purpose of consummating  the transactions  described in
this Agreement, including, without limitation,  cooperating in obtaining any and
all required approvals, consents, permits and authorizations.

4. Successors and Assigns

     All of the  terms  and  provisions  of  this  Agreement  and  the  parties'
respective  rights and obligations  hereunder shall be binding upon and inure to
the benefit of the parties hereto and their respective and permitted  successors
and assigns.  Except as  specifically  provided  herein,  this  Agreement is not
assignable by any party herein  without the prior written  approval of the other
parties.

5. Entire Agreement; Amendments

     This  Agreement  and the  documents  made a part hereof  contain the entire
agreement  and  understanding  between the parties  with  respect to the subject
matter of this  Agreement and supersede all prior oral or written  negotiations,
understandings and agreements.  No party shall be bound by or shall be deemed to
have made any representations,  warranties or commitments except those contained
in this  Agreement  and the documents  made a part hereof.  No provision of this
Agreement may be changed, waived, modified,  discharged, or terminated except by
a written instrument executed by the parties hereto.

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<PAGE>

6. Waiver

     Either  party's  delay or failure to enforce or exercise  any  provision of
this Agreement or rights existing hereunder shall not in any way be construed as
or  constitute a waiver of any such  provision  or right,  or prevent that party
thereafter  from  enforcing  that  provision  or right and each and every  other
provision or right of this Agreement.

7. Survival Of Obligations

     Termination  of this  Agreement  for any  reason  shall not  relieve,  MWG,
CILCORP  or  CILCO  of  any  obligation   accruing  or  arising  prior  to  such
termination.

8. Notices

     Except  as  provided   herein  to  the   contrary,   any  notice  or  other
communication  required or permitted hereunder shall be in writing, and shall be
deemed to have been given when  delivered in person,  when received by telephone
facsimile  (provided  such receipt is verified by telephone ), or when deposited
in the United  States  mails,  postage  prepaid,  for  mailing by  certified  or
registered mail, return receipt requested, addressed as follows:

      If to MWG:

                    Midwest Gain Products, Inc.
                    1301 South Front Street
                    P.O. Box 1069
                    Pekin, IL  61554

     If to CILCO:

                    Central Illinois Light Company
                    300 Liberty Street
                    Peoria, IL  61602

     If to CILCORP:

                    CILCORP Development Services Inc.
                    300 Hamilton Blvd.
                    Suite 300
                    Peoria, IL  61602

Or to such other  person or address as the party  entitled to notice may specify
from time to time in a notice duly given as provided herein.

9. Choice of Law

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of Illinois.

10. Venue

     Venue for any  judicial  action  arising  from this  Agreement  shall be in
Tazewell County, Illinois.



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<PAGE>

11. No Partnership or Joint Venture

     MWG  does  not in any way or for any  purpose  become,  by  nature  of this
Agreement,  an agent,  partner or joint venturer of CILCORP or CILCO and CILCORP
and CILCO shall not be deemed agents, partners or joint venturers of MWG for any
purpose.

12. Compliance with Laws

     Each party shall, at its own cost and expense  (except as herein  otherwise
specifically  provided),  obey and  comply  with all  laws,  ordinances,  rules,
requirements,   regulations  and  orders  of  the  federal,   state,  and  local
governments,  or any of  them,  and of any  and  all of  their  departments  and
bureaus, and of any other competent authority, as they may pertain to the Boiler
Plant or the MWG  Plant  or the  Facility,  to the  protection  and  maintenance
thereof,  to the business operated therein,  or the sanitary conditions thereof,
or otherwise to the performance of any party under this Agreement.

                                      * * *

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by their duly  authorized  officers  as of the date first  hereinabove
written.

                                         MIDWEST GRAIN PRODUCTS, INC.

                                         By:       /s/ Ladd M. Seaberg
                                         Name:     Ladd M. Seaberg
                                         Title:    President & CEO
                                         Witness:  /s/ Brian T. Cahill

                                         CILCORP DEVELOPMENT SERVICES INC.

                                         By:       /s/ Lawrence H. Haynes
                                         Name:     Lawrence H. Haynes
                                         Title:    President
                                         Witness:  /s/ illegible signature

                                         CENTRAL ILLINOIS LIGHT COMPANY

                                         By:       /s/ Terrence Kurtz
                                         Name:     Terrence Kurtz
                                         Title:    Vice President
                                         Witness:  /s/ Stan E. Ogden

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<PAGE>
                   EXHIBIT A: THE STEAM HEAT SERVICE AGREEMENT

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