BYLAWS
                                       OF
                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY



                                    ARTICLE I
                              SHARES AND TRANSFERS

         Section  1. Each  holder of duly paid  shares of the  Company  shall be
entitled to a certificate or certificates stating the number and class of shares
owned by such  holder.  Such  certificates  shall be signed  by the  appropriate
officers of the Company (which,  in the absence of contrary action by the Board,
shall be the President or any Vice  President and the Secretary or any Assistant
Secretary  of the  Company);  shall be  sealed  with the  corporate  seal of the
Company,  which seal may be facsimile;  and shall be countersigned by a Transfer
Agent, and countersigned and registered by a Registrar,  appointed by the Board.
If a certificate  is  countersigned  by a Transfer Agent and  countersigned  and
registered by a Registrar,  other (in each case) than the Company  itself or its
employee,  the signature of either or both of such officers of the Company,  and
the countersignature of any such Transfer Agent or its officer or employee,  may
be facsimiles. In case any officer of the Company, or any officer or employee of
a Transfer Agent,  who has signed or whose  facsimile  signature has been placed
upon any such  certificate  shall  cease to be an officer  of the  Company or an
officer or an employee of the Transfer  Agent,  as the case may be,  before such
certificate  is issued,  the  certificate  may be issued by the Company with the
same effect as if such officer of the Company or such officer or employee of the
Transfer  Agent  had  not  ceased  to be  such  at the  date  of  issue  of such
certificate.

         Section  2.  Shares  shall  be  transferable  only on the  books of the
Company and upon proper endorsement and surrender of the outstanding certificate
or certificates representing such shares. If an outstanding certificate shall be
lost,  destroyed or stolen,  the holder thereof may have a new certificate  upon
producing  evidence  satisfactory  to the Company of such loss,  destruction  or
theft and upon  furnishing to the Company,  the Transfer Agent and the Registrar
indemnity deemed sufficient by the Company.

         Section 3.  Notwithstanding the foregoing provisions of this Article I,
the Board of Directors may also provide by resolution that some or all of any or
all classes and series of its shares shall be  uncertificated  shares,  provided
that such  resolution  shall not apply to shares  represented  by a  certificate
until such  certificate  is  surrendered  to the  Company.  Except as  otherwise
provided by statute, the rights and obligations of the holders of uncertificated
shares  and  the  rights  and   obligations  of  the  holders  of   certificates
representing shares of the same class and series shall be identical.

<PAGE>


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         Section 1. The annual meeting of the shareholders  shall be held on the
fourth  Tuesday in April of each year (or if such day shall be a legal  holiday,
then upon the next  succeeding  day not a legal  holiday) or upon such other day
determined by resolution  of the Board of  Directors.  Each such regular  annual
meeting shall be held at such time and at such  location,  within or without the
State of  Illinois,  as the  Board of  Directors  shall  order.  At such  annual
meeting,  a board of directors shall be elected and such other business shall be
transacted as may properly come before such meeting.

         Section 2. Special  meetings of the  shareholders  may be called by the
President,  by the Board of Directors, by the holders of not less than one-fifth
of all the  outstanding  shares  entitled  to vote on the  matter  for which the
meeting is called,  or in such other manner as may be provided by statute.  Each
such special meeting shall be held at such location, within or without the State
of Illinois, as the Board of Directors shall order.

         Section 3. Written notice of the place, day and hour of each meeting of
shareholders and, in the case of a special meeting,  the purpose or purposes for
which  the  meeting  is  called,  shall be given to each  shareholder  of record
entitled to vote at such meeting. Such notice shall be sent by mail to each such
shareholder,  at the address of such shareholder as it appears on the records of
the  Company,  not less than ten days or more than sixty days before the date of
the meeting,  except in cases where some other  special  method of notice may be
required by  statute,  in which case the  statutory  method  shall be  followed.
Notice of any  meeting  of the  shareholders  may be waived by any  shareholder.
Attendance of a shareholder  (either in person or by proxy) at any meeting shall
constitute  waiver of notice  thereof  unless the  shareholder  (in person or by
proxy,  as the case may be) at the meeting objects to the holding of the meeting
because proper notice was not given.

         Section  4. At any  shareholders'  meeting  a  majority  of the  shares
outstanding and entitled to vote on the matter  (excluding such shares as may be
owned by the  Company)  must be  represented  (either  in person or by proxy) in
order  to  constitute  a  quorum  for  consideration  of  such  matter,  but the
shareholders  represented at any meeting, though less than a quorum, may adjourn
the  meeting  to some other day or sine die.  If a quorum is present  (either in
person or by proxy) at a  shareholders'  meeting,  the  affirmative  vote of the
holders of the  majority of shares  represented  at the meeting and  entitled to
vote on a matter  shall  be the act of the  shareholders,  unless  the vote of a
greater  number or voting by classes shall be required by law or the Articles of
Incorporation.

         Section 5. The  President  and  Secretary  of the Company  shall act as
Chairman and Secretary,  respectively, of each shareholders' meeting, unless the
shareholders represented at the meeting shall otherwise decide.

                                      -2-

<PAGE>

         Section 6. (a) (1)  Nominations of persons for election to the Board of
Directors  of the Company and the proposal of business to be  considered  by the
stockholders  may be made at an annual meeting of  stockholders  (a) pursuant to
the  Company's  notice of meeting,  (b) by or at the  direction  of the Board of
Directors  or (c) by any  stockholder  of the Company who was a  stockholder  of
record at the time of giving  of'  notice  provided  for in this  Bylaw,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this Bylaw.

                  (2) For  nominations or other business to be properly  brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(a) (1) of this Bylaw,  the stockholder must have given timely notice thereof in
writing to the Secretary of the Company and such other  business must  otherwise
be a proper matter for stockholder action. To be timely, a stockholder's  notice
shall be delivered to the  Secretary at the principal  executive  offices of the
Company not later than the close of  business  on the 60th day nor earlier  than
the close of  business  on the 90th day prior to the  first  anniversary  of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is more  than 30 days  before or more than 60 days
after such anniversary  date,  notice by the stockholder to be timely must be so
delivered  not earlier  than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such  annual  meeting  or the 10th day  following  the day on which
public announcement of the date of such meeting is first made by the Company. In
no event shall the public  announcement  of an  adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's  notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director,  all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including  such person's  written consent to being named in the proxy statement
as a nominee  and to  serving  as a director  if  elected);  (b) as to any other
business  that the  stockholder  proposes to bring before the  meeting,  a brief
description  of the  business  desired to be brought  before  the  meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  stockholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such  stockholder,  as they appear on the  Company's
books,  and of such beneficial  owner and (ii) the class and number of shares of
the Company which are owned  beneficially  and of record by such stockholder and
such beneficial owner.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph (a) (2) of this Bylaw to the contrary, in the event that the number of
directors  to be elected to the Board of  Directors  of the Company is increased
and there is no public  announcement  by the Company  naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Company not later than the close of business on

                                      -3-

<PAGE>

the 10th day following the day on which such public  announcement  is first made
by the Company.

                  (b) Only such business shall be conducted at a special meeting
of  stockholders  as shall have been brought before the meeting  pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special  meeting of  stockholders  at which directors
are to be elected  pursuant to the Company's  notice of meeting (1) by or at the
direction of the Board of Directors or (2) provided  that the Board of Directors
has  determined  that  directors  shall  be  elected  at  such  meeting,  by any
stockholder  of the Company who is a stockholder of record at the time of giving
of notice  provided  for in this  Bylaw,  who shall be  entitled  to vote at the
meeting and who complies with the notice  procedures set forth in this Bylaw. In
the event the Company calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate a person or persons  (as the case may be),  for  election  to such
position(s)   as  specified  in  the  Company's   notice  of  meeting,   if  the
stockholder's  notice  required  by  paragraph  (a) (2) of this  Bylaw  shall be
delivered to the Secretary,  at the principal  executive  offices of the Company
not earlier  than the close of  business  on the 90th day prior to such  special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such special  meeting or the 10th day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.

                  (c) (1) Only such persons who are nominated in accordance with
the  procedures  set forth in this Bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of  stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this  Bylaw.  Except as  otherwise  provided  by  statute,  the  Articles  of
Incorporation or these Bylaws,  the chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this Bylaw and,  if any  proposed
nomination  or business is not in  compliance  with this Bylaw,  to declare that
such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this Bylaw,  "public  announcement"  shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Company with the  Securities  and Exchange  Commission  pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing  provisions of this Bylaw, a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights
(a) of  stockholders  to request  inclusion of proposals in the Company's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of
any series of Preferred Stock to elect directors under specified circumstances.

                                      -4-

<PAGE>

                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. The business and affairs of the Company  shall be managed by
or under the  direction  of the Board of Directors  consisting  of not less than
four or more than nine members. The exact number of directors within the minimum
and maximum limitations  specified in the preceding sentence shall be fixed from
time to time by the Board of  Directors  pursuant to a  resolution  adopted by a
majority  of the entire  Board of  Directors.  The Board of  Directors  shall be
elected at each annual meeting of the  shareholders,  but, if for any reason the
election shall not be held at an annual meeting,  it may be subsequently held at
any special  meeting of the  shareholders  after  proper  notice.  Directors  so
elected  shall  hold  office  until  the  next  succeeding   annual  meeting  of
shareholders or until their respective successors,  willing to serve, shall have
been  elected and  qualified.  Any vacancy  occurring  in the Board of Directors
arising between  meetings of shareholders by reason of an increase in the number
of  directors  or  otherwise  may be filled by a majority  of the members of the
Board.

         Section  2. A meeting  of the Board of  Directors  shall be held on the
same date as the annual meeting of  shareholders in each year, at the same place
where such annual  meeting  shall have been held or at such other place as shall
be determined by the Board.  Regular meetings of the Board shall be held in such
place,  within or without the State of Illinois,  and on such dates each year as
shall be  established  from  time to time by the  Board.  Notice  of every  such
regular  meeting of the Board,  stating the place,  day and hour of the meeting,
shall be given to each  director  personally,  or by telegraph or other  written
means of  electronic  communication,  or by  depositing  the  same in the  mails
properly  addressed,  at least two days before the date of such meeting.  Except
where  required by statute,  neither the business to be  transacted  at, nor the
purpose of, any regular or special meeting of the Board need be specified in the
notice or waiver of notice of such meeting.

         Section 3. Special  meetings of the Board of Directors may be called at
any time by the President, or by a Vice President,  when acting as President, or
by any two directors. Notice of such meeting, stating the place, day and hour of
the  meeting  shall be given  to each  director  personally  in  writing,  or by
telegraph or other written means of electronic  communication,  or by depositing
the same in the mails  properly  addressed,  or  orally  promptly  confirmed  by
written notice in any one of the aforesaid forms, not less than the day prior to
the date of such meeting.

         Section  4.  Notice  of any  meeting  of the Board may be waived by any
director.  Attendance  of a director at any meeting shall  constitute  waiver of
notice of such meeting except where a director attends a meeting for the express
purpose of objecting to the  transaction of any business at the meeting  because
the meeting is not lawfully called or convened.

Section 5. A majority of the Board of  Directors  shall  constitute a quorum for
the  transaction  of  business  at any  meeting  of the  Board,  but less than a
majority of the Board may adjourn the meeting to some other day or sine die. The
act of the majority of the  directors  present at a meeting at which a quorum is
present shall be the act of the Board unless the vote of

                                      -5-

<PAGE>

a greater number or the vote of any class of directors  shall be required by the
Articles of Incorporation. The President of the Company shall act as Chairman at
each meeting of the Board but, in the President's  absence, one of the directors
present at the meeting  who shall have been  elected for the purpose by majority
vote of those directors in attendance  shall act as Chairman;  and the Secretary
of the Company, or in the Secretary's stead, an Assistant Secretary shall act as
Secretary  at each such  meeting.  The members of the Board shall  receive  such
compensation as the Board may from time to time by resolution determine.


                                   ARTICLE IV
                      COMMITTEES OF THE BOARD OF DIRECTORS

         Section 1. A majority of directors may appoint committees,  standing or
special, from time to time from among members of the Board, and confer powers on
such  committees  and revoke such powers and  terminate  the  existence  of such
committees at its pleasure.

         Section 2.  Meetings of any  committee may be called in such manner and
may be held at such  times  and  places  as  such  committee  may by  resolution
determine, provided that a meeting of any committee may be called at any time by
the  President  of the Company.  Members of all  committees  shall  receive such
compensation  as the  Board of  Directors  may from  time to time by  resolution
determine.

         Section 3. Each  committee  shall have such  authority  of the Board of
Directors as shall be granted to it by the Board; provided, however, a committee
may not take any action not permitted to be taken by a committee pursuant to the
Business Corporation Act of 1983, as amended from time to time.



                                    ARTICLE V
                                    OFFICERS

         Section  1.  There  shall be  elected  by the  Board of  Directors  (if
practicable at its first meeting after the annual  election of directors in each
year) the following principal officers, namely: A President, such number of Vice
Presidents  as the Board may from time to time  decide  upon (any one or more of
whom may be designated as Executive  Vice  President,  Senior Vice  President or
otherwise),  a Secretary,  a Treasurer  and a  Controller.  References  in these
Bylaws to Vice  Presidents  shall  include any such  Executive  Vice  President,
Senior Vice President or other Vice President,  however  denominated.  The Board
may in its discretion also elect such other officers as may from time to time be
provided  for by the  Board.  Any two or more  offices  may be held by the  same
person. All officers, unless sooner removed, shall hold their respective offices
until the first  meeting  of the Board of  Directors  after the next  succeeding
annual election of directors and until their successors, willing to serve, shall
have been  elected,  but any  officer,  including  any officer  appointed by the
President as provided in Section 2 of this Article V, may

                                      -6-

<PAGE>

be removed from office at the pleasure of the Board.  Election or appointment of
an officer shall not of itself create contract rights.

         Section 2. The President  shall be the chief  executive  officer of the
Company  and shall have the general  management  and  direction,  subject to the
control of the Board of Directors, of the business of the Company, including the
power to appoint and to remove and  discharge  any and all  assistant  officers,
agents and  employees  of the Company not elected or  appointed  directly by the
Board of  Directors.  The President may execute for and on behalf of the Company
any contracts,  deeds,  mortgages,  leases,  bonds, or other instruments and may
accomplish  such  execution  either under or without the seal of the Company and
either individually or with the Secretary, any Assistant Secretary, or any other
officer or person thereunto  authorized by the Board of Directors,  according to
the  requirements of the form of the  instrument.  The President shall have such
other powers and duties as usually  devolve upon the president of a corporation,
and such further powers and duties as may from time to time be prescribed by the
Board of  Directors.  The  President may delegate any part of the duties of that
office to one or more of the Vice Presidents of the Company.

         Section  3. Each of the Vice  Presidents  shall  have such  powers  and
duties as may be prescribed  for such office by the Board of Directors or as may
be  prescribed  for or  delegated to such  officer by the  President.  Each Vice
President  may execute for and on behalf of the  Company any  contracts,  deeds,
mortgages,  leases,  bonds, or other instruments in each case in accordance with
the authority therefor granted by the President or the Board of Directors, which
authority may be general or confined to specific  instances.  Such execution may
be  accomplished  either  individually  or with  any  other  officer  or  person
thereunto  authorized by the  President or the Board of Directors,  according to
the  requirements of the form of the instrument.  In the absence or inability of
the President or in case of the President's  death,  resignation or removal from
office,  the powers and duties of the President shall  temporarily  devolve upon
such one of the Vice  Presidents  as the Board  shall have  designated  or shall
designate for the purpose and the Vice  President so  designated  shall have and
exercise  all the powers  and duties of the  President  during  such  absence or
disability or until the vacancy in the office of President shall be filled. Each
Vice  President  may delegate any part of the duties of that office to employees
of the Company under such Vice President's supervision.

     Section  4.  The  Secretary  shall  attend  all  meetings  of the  Board of
Directors,  shall keep a true and faithful  record thereof in proper books to be
provided for that purpose,  and shall have the custody and care of the corporate
seal, records,  minutes and stock books of the Company. The Secretary shall also
act as  Secretary  of all  shareholders'  meetings,  and keep a record  thereof,
except  to the  extent  some  other  person  may have  been  selected  to act as
Secretary by such  meeting.  The Secretary  shall keep a suitable  record of the
addresses of shareholders, shall have general charge of the stock transfer books
of the Company,  and shall, except as may be otherwise required by statute or by
the  Bylaws,  sign,  issue and  publish all  notices  required  for  meetings of
shareholders  and for meetings of the Board of Directors.  The  Secretary  shall
sign all share  certificates,  bonds and mortgages,  and all other documents and
papers to which the Secretary's signature may be necessary or appropriate, shall
affix the seal,  and shall  have such other  powers  and duties as are  commonly
incidental to the office of Secretary or as may be prescribed for or

                                      -7-


<PAGE>

delegated to that office by the Board of  Directors,  by the  President,  or, if
authorized by the Board or the President to prescribe such powers and duties, by
a Vice  President.  The  Secretary  may  delegate any part of the duties of that
office to employees of the Company under the Secretary's supervision.

         Section 5. The Treasurer shall have charge of, and be responsible  for,
the collection,  receipt,  custody and disbursement of the funds of the Company,
and the  deposit of its funds in the name of the  Company in such  banks,  trust
companies or safety vaults as the Board of Directors may direct which  direction
may be general or confined to specific  depositories.  The Treasurer  shall have
custody of such books, receipted vouchers and other papers and records as in the
practical  business  operations  of the Company  shall  naturally  belong in the
office or custody of the  Treasurer  or as shall be placed in the custody of the
Treasurer by the Board of Directors, by the President,  or, if authorized by the
Board or the President, by a Vice President. The Treasurer shall have such other
powers and duties as are  commonly  incidental  to the office of Treasurer or as
may be prescribed for or delegated to that office by the Board of Directors,  by
the President, or, if authorized by the Board or the President to prescribe such
powers and duties, by a Vice President.  The Treasurer may be required to give a
bond to the Company for the faithful  discharge of the  Treasurer's  duties,  in
such form and in such amount and with such  sureties as shall be  determined  by
the Board of Directors.  The Treasurer may delegate any part of the  Treasurer's
duties to employees of the Company under the Treasurer's supervision.

         Section 6. The Controller shall be the principal  accounting officer of
the  Company.  Except  as  otherwise  provided  in these  Bylaws  and  except as
otherwise provided by the Board of Directors, the Controller will be responsible
for the direction of the auditing  organization  of the Company  (other than the
Internal  Audit  function),  the  establishment  and  maintenance  of accounting
procedures,  the  interpretation  of all  financial  statements  and  accounting
reports of the Company and functional  supervision over the records of all other
departments of the Company pertaining to revenues, expenses, moneys, securities,
properties,  materials and supplies. The Controller shall have such other powers
and duties as are commonly  incidental  to the office of Controller or as may be
prescribed for or delegated to the Controller by the Board of Directors,  by the
President,  or, if authorized  by the Board or the  President to prescribe  such
powers and duties, by a Vice President. The Controller may be required to give a
bond to the Company for the faithful  discharge of the Controller's  duties,  in
such form and in such amount and with such  sureties as shall be  determined  by
the Board of Directors. The Controller may delegate any part of the Controller's
duties to employees of the Company under the Controller's supervision.

         Section  7.  The  Assistant  Vice  Presidents,  Assistant  Secretaries,
Assistant Treasurers and Assistant Controllers shall,  respectively,  assist the
Vice Presidents,  the Secretary, the Treasurer and the Controller of the Company
in the performance of the respective duties assigned to such principal  officers
and, in assisting the  respective  principal  officer,  each  assistant  officer
shall,  for such  purposes,  have the same  powers as the  respective  principal
officer.  The  powers  and  duties of any  principal  officer  shall,  except as
otherwise  ordered  by the  Board of  Directors,  temporarily  devolve  upon the
respective assistant in case of the absence,  disability,  death, resignation or
removal from office of such principal officer.

                                      -8-

<PAGE>

                                   ARTICLE VI
                                  MISCELLANEOUS

         Section 1. The funds of the Company shall be deposited to its credit in
such banks or trust companies, as the Board of Directors from time to time shall
approve,  which approval may be general or confined to specific instances.  Such
funds shall be  withdrawn  only on checks or drafts of the Company or by direct,
wire or other  electronic  transfer of funds for the  purposes of the Company in
accordance with procedures relating to signatures and authorizations by officers
of the Company  which are approved by the Board of Directors  from time to time,
which approval may be general or confined to specific instances.

         Section 2. No debts shall be  contracted  except for  current  expenses
unless  authorized by the Board of Directors,  and no bills shall be paid by the
Treasurer  unless audited and approved by the Controller or by some other person
or committee authorized by the Board of Directors to audit and approve bills for
payment.

         Section 3. All  distributions  to shareholders  and all acquisitions by
the Company of its own shares shall be authorized by the Board of Directors.

         Section 4. The fiscal  year of the  Company  shall  close at the end of
December annually.

         Section 5. All or any shares of stock of any  corporation  owned by the
Company may be voted at any meeting of the  shareholders of such  corporation by
the  President,  any Vice  President  or the  Secretary  of the Company upon any
question  that may be  presented at such  meeting,  and any such officer may, on
behalf of the Company,  waive any notice of the calling of such meeting required
by any statute or Bylaw and consent to the holding of any such  meeting  without
notice. The President,  any Vice President or the Secretary of the Company shall
have  authority to give to any person a written proxy in the name of the Company
and under its corporate seal to vote at any meeting of the  shareholders  of any
corporation all or any shares of stock of such corporation  owned by the Company
upon any  question  that may be presented  at such  meeting,  with full power to
waive any notice of the calling of such meeting required by any statute or Bylaw
and to consent to the holding of any such meeting without notice.

         Section 6. (a) The Company  shall  indemnify any person who was or is a
party,  or is  threatened  to be made a party to,  any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was a director, officer, employee or agent of
the  Company,  or who is or was  serving  at the  request  of the  Company  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action,  suit or proceeding,  if
such person acted in good faith and in a manner such person reasonably  believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding,  if such person had no reasonable cause to
believe such person's

                                      -9-

<PAGE>

conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which such person  reasonably  believed to
be in or not opposed to the best  interests of the Company and,  with respect to
any  criminal  action or  proceeding,  that the person had  reasonable  cause to
believe that such person's conduct was unlawful.

         (b) The Company shall indemnify any person who was or is a party, or is
threatened to be made a party to, any threatened, pending or completed action or
suit by or in the right of the  Company to  procure a  judgment  in its favor by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit, if such person being  indemnified acted in
good faith and in a manner  such  person  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  provided that no indemnification
shall be made with  respect  to any  claim,  issue,  or matter as to which  such
person has been adjudged to have been liable to the Company, unless, and only to
the  extent  that,  the court in which  such  action or suit was  brought  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

         (c) To the extent that a director,  officer, employee or agent has been
successful,  on the merits or otherwise,  in the defense of any action,  suit or
proceeding  referred  to in  paragraph  (a) or (b),  or in defense of any claim,
issue or matter  therein,  such person  shall be  indemnified  against  expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
connection therewith.

         (d) Any indemnification under paragraph (a) or (b) (unless ordered by a
court) shall be made by the Company  only as  authorized  in the specific  case,
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because such person has met the applicable
standard of conduct set forth in paragraph (a) or (b). Such determination  shall
be made (1) by the Board of Directors by a majority vote of a quorum  consisting
of directors who were not parties to such action, suit or proceeding,  or (2) if
such a  quorum  is not  obtainable,  or,  even if  obtainable,  if a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the shareholders of the Company.

         (e) Expenses incurred in defending a civil or criminal action,  suit or
proceeding  may be paid by the  Company in advance of the final  disposition  of
such action, suit or proceeding,  upon receipt of an undertaking by or on behalf
of the  director,  officer,  employee  or agent to repay such amount if it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the Company as authorized in this Section 6.

         (f) The  indemnification  and  advancement  of expenses  provided by or
granted under the other  subsections  of this Section 6 shall be effective  with
respect to acts, errors or omissions

                                      -10-

<PAGE>

occurring  prior to, on or  subsequent  to the date of adoption  hereof and such
indemnification shall not be deemed exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
Bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action by a director,  officer,  employee  or agent in such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) The Company may purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer,  employee or agent of the Company, or
who is or was  serving at the  request of the  Company as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  any  liability  asserted  against  such  person and
incurred by such person in any such  capacity,  or arising out of such  person's
status as such,  whether or not the  Company  would have the power to  indemnify
such person against such liability under the provisions of this Section 6.

         (h) If the Company has paid  indemnity  or has  advanced  expenses to a
director,   officer,   employee  or  agent,   the  Company   shall   report  the
indemnification  or advance in  writing to the  shareholders  with or before the
notice of the next shareholders' meeting.

         (i) For purposes of this Section 6 references  to "the  Company"  shall
include,  in  addition to the  surviving  corporation,  any merging  corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger  which,  if its separate  existence had  continued,  would have had the
power and  authority to indemnify  its  directors,  officers,  and  employees or
agents,  so that any person who was a  director,  officer,  employee or agent of
such  merging  corporation,  or was  serving  at the  request  of  such  merging
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions  of this Section 6 with respect to the surviving
corporation  as such person would have with respect to such merging  corporation
if its separate existence had continued.

         (j) For purposes of this Section 6,  references  to "other  enterprise"
shall include  employee benefit plans, and references to "serving at the request
of the Company"  shall include any service as a director,  officer,  employee or
agent of the  Company  which  imposes  duties on, or  involves  services by such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants,  or  beneficiaries.  A person who acted in good faith and in a
manner  such  person  reasonably  believed  to be in the best  interests  of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not  opposed to the best  interests  of the  Company" as
referred to in this Section 6.

         (k) The  indemnification  and  advancement  of expenses  provided by or
granted under this Section 6 shall, unless otherwise provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee, or agent and shall inure to the benefit of the heirs,  executors,  and
administrators of that person.

                                      -11-

<PAGE>

                                   ARTICLE VII
                          AMENDMENT OR REPEAL OF BYLAWS

         These  Bylaws  may be added to,  amended  or  repealed  by the Board of
Directors at any regular or special meeting of the Board.


                                      -12-

<PAGE>





STATE OF ILLINOIS          )
                           )SS.
COUNTY OF SANGAMON         )







     I, the undersigned,  hereby certify that I am                  Secretary of
Central  Illinois  Public  Service  Company and the Custodian of the  books  and
recordsof said Company.

     I further certify that the above and foregoing is a true copy of the Bylaws
of said Company in effect on                   , 19   .

     IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed the corporate
seal of said Company this day of                    ,A.D. 19   .




                                    _________________________________________



                                                    (CORPORATE SEAL)

                                      -13-