AMENDED AND RESTATED APPENDIX I ITC AGREEMENT

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     This  AMENDED AND  RESTATED  APPENDIX I  INDEPENDENT  TRANSMISSION  COMPANY

AGREEMENT  (the  "Agreement")  is entered  into as of this 14th day of  February

2003, by and between the MIDWEST INDEPENDENT  TRANSMISSION SYSTEM OPERATOR, INC.

("Midwest ISO") and GRIDAMERICA LLC ("GridAmerica"). Midwest ISO and GridAmerica

are jointly referred to as the "Parties" and individually, as a "Party."



                                   BACKGROUND



     WHEREAS,  the United States Federal Energy Regulatory  Commission (together

with any successor agency,  "FERC" or "Commission") in Order No. 2000 called for

the  formation of regional  transmission  organizations  ("RTOs") to promote the

creation of large electricity  markets and to provide  reliable,  cost-efficient

services to customers;



     WHEREAS,  Midwest ISO is a FERC approved RTO with an open architecture that

accommodates  various forms of independent  transmission  company ("ITC") in its

operation;



     WHEREAS,  on April 25, 2002, the  Commission  issued an order in Docket No.

EL02-65 (99 FERC P. 61,105  (2002))  encouraging  the formation of an ITC within

Midwest ISO;



     WHEREAS,  Union Electric  Company,  d/b/a  AmerenUE,  and Central  Illinois

Public  Service  Company,   d/b/a  AmerenCIPS   (together,   "Ameren   Operating

Companies"),  American Transmission Systems, Incorporated ("ATSI"), a subsidiary

of FirstEnergy  Corp.,  and Northern  Indiana Public Service Company  ("NIPSCO")

wish to comply  with  Order No.  2000  through  the  formation  of an ITC within

Midwest ISO;



     WHEREAS, (i) the Ameren Operating Companies, ATSI, NIPSCO and National Grid

USA ("NGUSA") have executed and delivered that certain Master Agreement dated as

of October 31, 2002 (the "Original Master Agreement") regarding the creation and

operation of  GridAmerica  as an ITC within  Midwest ISO,  (ii) NGUSA has caused

GridAmerica  to be  formed  as a  limited  liability  company  with  GridAmerica

Holdings Inc., (successor to GridAmerica Holdings LLC), an affiliate of NGUSA as

managing member,  pursuant to that certain Limited  Liability  Company Agreement

dated as of October 31, 2002 (the "Original LLC Agreement"),  (iii) GridAmerica,

Ameren  Operating  Companies,  ATSI and NIPSCO have executed and delivered  that

certain  Operation  Agreement  dated  as of  October  31,  2002  (the  "Original

Operation  Agreement")  pursuant to which  GridAmerica will exercise  functional

control over the transmission facilities of the Ameren Operating Companies, ATSI

and  NIPSCO  that are not  currently  under the  operational  control  of a FERC

approved  RTO;  and (iv) the  Midwest  ISO and  GridAmerica  have  executed  and

delivered that certain  Appendix I Independent  Transmission  Company  Agreement

dated as of October 31, 2002 (the "Original MISO ITC Agreement");



     WHEREAS,  on December 19, 2002, the Commission  conditionally  accepted for

filing,  and suspended and made effective subject to refund,  future filings and

further orders, the Original Master Agreement,  the Original LLC Agreement,  the

Original Operation  Agreement and the Original MISO ITC Agreement in Docket Nos.

ER02-2233-001  and  EC03-14-000  (101 FERC P. 61,320 (2003) (the "FERC Approving

Order");



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     WHEREAS, the parties to each of the Original Master Agreement, the Original

LLC Agreement and the Original LLC Agreement  have agreed to, and have,  amended

and  restated  such  Agreements  to  comply  with the  requirements  of the FERC

Approving Order;



     WHEREAS, the Parties desire to set forth the terms and conditions governing

GridAmerica's  participation  in Midwest ISO as modified as required by the FERC

Approving Order;



     NOW, THEREFORE,  the Parties hereby agree to amend and restate the Original

MISO ITC Agreement in its entirety as follows:



                                    ARTICLE 1



                                   DEFINITIONS



     The terms  used in this  Agreement  shall  have the same  meaning as in the

Agreement Of Transmission  Facilities Owners To Organize The Midwest Independent

Transmission  System Operator,  Inc. on file with and accepted by the Commission

as Midwest  ISO's Rate  Schedule  FERC No. 1 ("Midwest  ISO  Agreement")  unless

otherwise specified herein.



     "Ameren" means Ameren Services  Company,  individually and as agent for the

Ameren Operating Companies.



     "Ameren  Operating  Companies"  has the meaning  set forth in the  recitals

hereto.



     "Ameren  Zone" means the RTO pricing  zone for which the rates  accepted or

approved by FERC for the Ameren Operating Companies shall apply.



     "Ameren  Zonal Rate" means the rates  applicable to the Ameren Zone, as may

be changed from time to time.



     "Approval  Order" shall mean one or more Final  Orders that,  collectively,

approve  this  Agreement  and  such  other  agreements  as may be  necessary  or

desirable  to create  GridAmerica  as an ITC within  Midwest ISO as to which the

approval  of  the  Commission  is  required  under   applicable   Law,   without

modification or condition,  other than any such  modifications and conditions as

would  not,  in the  aggregate,  cause a Party to fail to realize  any  material

benefit which it reasonably  anticipates from  participation in the transactions

contemplated by such Agreements.



     "ATSI Zone" means the RTO pricing zone for which rates for ATSI as accepted

or approved by FERC shall apply.



     "ATSI Zonal Rate" means the rates  applicable  to the ATSI Zone,  as may be

changed from time to time.



     "Authority" has the meaning set forth in Section 18.3 hereof.



                                       2



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     "Confidential Information" means all (i) information that is furnished to a

Recipient by the Disclosing Party or its Representatives, in whatever form, that

may constitute or contain confidential, proprietary or trade secret information,

or  which  may  otherwise  be  claimed  by  the  Disclosing  Party  to  be  of a

market-sensitive,  competitive, confidential or proprietary nature, and (ii) all

portions of any analyses, compilations,  studies or other documents that include

any of the foregoing  information prepared by or for a Recipient.  "Confidential

Information" excludes any information that (i) the Disclosing Party notifies the

Recipient  in  writing  is  not  confidential;  (ii)  becomes  available  to the

Recipient  on a  non-confidential  basis  from  a  source  other  than  (a)  the

Disclosing Party, its  Representatives or another person acting on behalf of the

Disclosing  Party,  or (b) a party who has  confidentiality  obligations  to the

Disclosing Party;  (iii) is or becomes  generally  available to the public other

than as a result of a disclosure by the Recipient,  its  Representatives  or any

person to whom such Recipient or Representatives disclosed the information; (iv)

was  previously  known to the Recipient free and clear of any obligation to keep

it  confidential;  (v) is disclosed  to third  parties by the  Disclosing  Party

without restriction or obligation of  confidentiality;  or (vi) is independently

developed  by  the  Recipient  without  reference  to  the  Disclosing   Party's

Information.



     "Consent" shall mean any authorization,  consent, opinion, order, approval,

license,  franchise,  ruling,  permit, tariff, rate,  certification,  exemption,

filing or registration from, by, or with any Governmental Authority,  any person

or any governing body of any person.



     "Control Date" has the meaning set forth in Section 4.1.3 hereof.

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