Pledge Agreement Supplement dated July 14, 2006


    Exhibit
      10.3

    PLEDGE
      AGREEMENT SUPPLEMENT

    


    PLEDGE
      AGREEMENT SUPPLEMENT dated as of July 14, 2006 (this "Supplement") made by
      CILCORP, Inc., an Illinois corporation (the "Pledgor"), in favor of The Bank
      of
      New York, a New York banking corporation, as collateral agent (in such capacity,
      the "Collateral Agent") for the benefit of the Secured Parties (as defined
      in
      the Pledge Agreement referred to below). 

     

    1.  This
      Supplement is executed and delivered pursuant to the terms of the Pledge
      Agreement, dated as of October 18, 1999 (as supplemented by this Supplement
      and
      as the same has been and may hereafter be supplemented by any other Pledge
      Agreement Supplement or otherwise amended or modified, the "Pledge Agreement"),
      made by the Pledgor in favor of the Collateral Agent for the benefit of the
      Collateral Agent and the Secured Parties. Terms defined in the Pledge Agreement
      are used herein with their defined meanings. 

     

    2.  Pursuant
      to the terms of the Indenture and the Pledge Agreement, the Pledgor may incur
      additional secured indebtedness from time to time that is by its terms equally
      and ratably secured under the Pledge Agreement with the Obligations secured
      thereunder. The Pledgor, Central Illinois Public Service Company, Illinois
      Power
      Company, Central Illinois Light Company and AmerenEnergy Resources Generating
      Company, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent (the
      "Agent"), and the Lenders from time to time party thereto (the "Lenders") have
      entered into that certain Senior Secured Revolving Credit Agreement (the "Credit
      Agreement"), dated as of July 14, 2006, pursuant to which the Pledgor may
      initially borrow and/or request the issuance of letters of credit in an
      aggregate principal amount or face amount up to $50 million. The terms of the
      Credit Agreement require that the Pledgor equally and ratably secure its
      obligations in respect of the principal of and interest on any and all loans
      to
      the Pledgor under the Credit Agreement, all reimbursement obligations in respect
      of letters of credit issued pursuant to the Credit Agreement for the account
      of
      the Pledgor and all other "Obligations" (as defined in the Credit Agreement)
      of
      the Pledgor (the "Credit Agreement Obligations") with the Obligations secured
      under the Pledge Agreement. The Pledgor hereby acknowledges and agrees that
      the
      Credit Agreement Obligations shall be deemed to be "Additional Debt Obligations"
      pursuant to the Pledge Agreement.

     

    3.  The
      Pledgor confirms and reaffirms the security interest in the Collateral granted
      to the Collateral Agent, for the benefit of the Collateral Agent and the Secured
      Parties under the Pledge Agreement; and hereby acknowledges and agrees that
      all
      references to "Secured Parties" in the Pledge Agreement shall be deemed to
      include all holders of the Additional Secured Debt as described on Schedule
      I
      hereto.

     

    4.  The
      Pledgor hereby represents and warrants that the representations and warranties
      contained in Section 3 of the Pledge Agreement are true and correct on the
      date
      of this Supplement with all references therein and elsewhere in the Pledge
      Agreement to "Additional Secured Debt", "Additional Debtholders" and "Additional
      Secured Debt Agent" to include the Additional Secured Debt, Additional
      Debtholders and Additional Secured Debt Agent as listed on Schedule I hereto
      and
      on Schedule I to each Pledge Agreement Supplement executed prior to the date
      hereof and with references therein to "this Pledge Agreement" to mean the Pledge
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement
      as supplemented hereby; provided
      that
      such representations and warranties of the Pledge Agreement shall hereafter
      be
      deemed to provide that (i) the Pledged Shares constitute all of the issued
      and
      outstanding common stock of CILCO and all the other capital stock of CILCO
      held
      by the Pledgor and (ii) the exercise by the Collateral Agent of the voting
      or
      other rights provided for in the Pledge Agreement or the remedies in respect
      of
      the Collateral pursuant to the Pledge Agreement may be subject to receipt of
      regulatory approvals under laws applicable to the change in control of a public
      utility company. In addition, the Pledgor represents and warrants that this
      Supplement has been duly executed and delivered by the Pledgor and constitutes
      a
      legal, valid and binding obligation of the Pledgor enforceable against the
      Pledgor in accordance with its terms, except as may be limited by applicable
      bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
      similar laws affecting the enforcement of creditors' rights and remedies
      generally and by equitable principles of general applicability.

     

    5.  The
      Additional Debtholders designated on Schedule I hereto, by their acceptance
      of
      the benefits of the Pledge Agreement, hereby irrevocably designate the
      Collateral Agent to act on their behalf as specified in the Pledge Agreement.
      Each such Additional Debtholder hereby irrevocably authorizes, and each holder
      of the Additional Debt Obligations by the acceptance of such Additional Debt
      Obligation and by the acceptance of the benefits of the Pledge Agreement shall
      be deemed irrevocably to authorize the Collateral Agent to take such action
      on
      its behalf under the Pledge Agreement and instruments and agreements referred
      to
      therein and to exercise such powers and to perform such duties thereunder as
      are
      specifically delegated or required of the Collateral Agent by the terms thereof
      and such other powers as are reasonably incident thereto.

     

    6.  This
      Supplement is supplemental to the Pledge Agreement, forms a part thereof and
      is
      subject to all the terms thereof. Schedule I to the Pledge Agreement does,
      and
      shall be deemed to, include each item listed on Schedule I hereto, and each
      such
      item shall be and is included within the meaning of the terms "Additional
      Secured Debt", "Additional Debtholders" and "Additional Secured Debt Agent"
      as
      such terms are used in the Pledge Agreement. 

    

 

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly executed
      and
      delivered on the date first set forth above.

     

    CILCORP
      INC.

    


    


    By: 
      /s/ Jerre E.
      Birdsong                   
    

    Name: 
      Jerre
      E.
      Birdsong 

    Title:   
      Vice
      President and Treasurer

    Acknowledged
      and agreed:

    


    THE
      BANK
      OF NEW YORK,

    as
      Collateral Agent

    


    By:
      /s/ Robert A. Massimillo           

    Name: 
      Robert A. Massimillo    

    Title:   
      Vice President    

     

    
      CILCORP
        PLEDGE AGREEMENT SUPPLEMENT

      SIGNATURE
        PAGE



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    JPMorgan
      Chase Bank, N.A., as Administrative Agent

    under
      the
      Credit Agreement, on behalf of itself and the Lenders

    


    


    By: 
      /a/ Michael J. DeForge         

    Name: 
      Michael J. DeForge    

    Title:   
      Vice President    

     

    
      CILCORP
        PLEDGE AGREEMENT SUPPLEMENT

      SIGNATURE
        PAGE




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    Schedule
      I

    to
      Pledge
      Agreement Supplement

    


    ADDITIONAL
      SECURED DEBT

    


    


    
      	
              Title
                or Name of Additional Secured Debt

               

            	 	
              Additional
                Debtholders

            	 	
              Additional
                Secured Debt 

              Agent

            
	
              "Obligations",
                as defined in the Senior

              Secured
                Revolving Credit Agreement dated

              as
                of July 14, 2006 (the "Credit Agreement")

              among
                CILCORP, Inc., Central Illinois

              Public
                Service Company, Illinois Power

              Company,
                Central Illinois Light Company

              and
                AmerenEnergy Resources Generating,

              Inc.,
                as Borrowers, the Lenders from time to

              time
                part thereto and JPMorgan Chase Bank,

              N.A.,
                as Administrative Agent

            	 	
              The
                Lenders from time

              to
                time party to the

              Credit
                Agreement

            	 	
              JPMorgan
                Chase Bank,

              N.A.,
                as Administrative

              Agent