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.

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                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         Section 1. The annual meeting of the shareholders  shall be held on the
Thursday  immediately  preceding 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.

<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


<PAGE>

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 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.


<PAGE>


                                    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 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

<PAGE>

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 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

<PAGE>

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.


                                   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,

<PAGE>

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 conduct was unlawful.

<PAGE>

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.

<PAGE>


         (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 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.

<PAGE>


         (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.


                                   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.


<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  records  of 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)