CILCORP Inc.

                Shareholder Return Incentive Compensation Plan

                                February 1993


                      Amended effective November 4, 1997


                              TABLE OF CONTENTS


Article 1.        Establishment and Purpose                                1
     1.1          Establishment of the Plan                                1
     1.2          Purposes                                                 1

Article 2.        Definitions                                              1

Article 3.        Administration                                           4
     3.1          The Committee                                            4
     3.2          Authority of the Committee                               4
     3.3          Decisions Binding                                        4

Article 4.        Shares Subject to the Plan                               5
     4.1          Number of Shares                                         5
     4.2          Lapsed Shares                                            5
     4.3          Adjustments in Shares                                    5

Article 5.        Eligibility and Participation                            5
     5.1          Eligibility                                              5
     5.2          Actual Participation                                     5
     5.3          Timing of Participation                                  6

Article 6.        Grants of Shares                                         6
     6.1          Grant Timing and Frequency                               6
     6.2          Number of Shares Granted                                 6
     6.3          Performance Measures and Performance Periods             6
     6.4          Earning of Shares                                        7
     6.5          Share Ledger Account                                     7
     6.6          Award Agreements                                         7
     6.7          Form and Timing of Payment of Shares                     7
     6.8          Restrictions on Sales                                    7

Article 7.        Termination of Employment                                8
     7.1          Termination of Employment Due to Death, Disability or
                  Retirement                                               8
     7.2          Termination for Reasons Other Than Death, Disability or
                  Retirement                                               8

Article 8.        Change in Control                                        8

Article 9.        Beneficiary Designation                                  9
     9.1          Designation of Beneficiary                               9
     9.2          Death of Beneficiary                                     9

Article 10.    Rights of Participants                                      9
    10.1          Employment                                               9
    10.2          Participation                                            9
    10.3          Nontransferability                                       9
    10.4          Voting and Dividend Rights                               9
    10.5          Rights to Common Stock                                  10

Article 11.    Amendment, Modification and Termination                    10
    11.1          Amendment, Modification and Termination                 10
    11.2          Awards Previously Granted                               10

Article 12.    Miscellaneous Provisions                                   10
    12.1          Costs of the Plan                                       10
    12.2          Share Withholding                                       10
    12.3          Tax Withholding                                         11
    12.4          Successors                                              11
    12.5          Notice                                                  11
    12.6          Severability                                            11
    12.7          Gender and Number                                       11
    12.8          Requirements of Law                                     12
    12.9          Governing Law                                           12


          CILCORP Inc. Shareholder Return Incentive Compensation Plan


                     Article 1. Establishment and Purpose

1.1  Establishment of the Plan.

The Company hereby establishes an incentive compensation plan to be known as
the "CILCORP Inc. Shareholder Return Incentive Compensation Plan" (the
"Plan"), as set forth in this document.

The Plan shall become effective as of February 23, 1993, the date of its
adoption by the Board of Directors of the Company, subject to approval by the
Company's shareholders.  The Plan shall remain in effect until the tenth
anniversary of its effective date, unless terminated earlier by the Committee,
with the Board's approval.

1.2  Purposes.

The purposes of the Plan are to promote the achievement of long-term corporate
objectives by tying executives' long-term incentive compensation opportunities
to preestablished financial goals; to attract and retain executives of
outstanding competence, and to encourage teamwork among them; and to reward
performance based on the successful achievement of the preestablished
corporate objectives.


                            Article 2.  Definitions

Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word
is capitalized:

     (a)  "Award Agreement" means an agreement setting forth the terms and
     provisions applicable to each grant of Shares.

     (b)  "Board" means the Board of Directors of the Company.

     (c)  "Change in Control" means the occurrence of any of the following:

               (1)  the sale or transfer of the business of CILCO or a Unit of
          CILCO to a person or entity not controlled, directly or indirectly,
          by the Company, whether such sale of the business of CILCO or a Unit
          of CILCO, as the case may be, is effected through the (a) sale,
          directly or indirectly, of the voting stock of CILCO, (b) merger or
          consolidation of CILCO, (c) sale, lease, exchange or transfer of all
          or substantially all of the assets of CILCO or of a Unit of CILCO or
          (d) a combination of the foregoing;

               (2)  a merger or consolidation of the Company with one or more
          corporations, as a result of which the Company is not the surviving
          corporation or pursuant to which substantially all shares of the
          Company's common stock are converted into cash, securities or other
          property;

               (3)  the acquisition of beneficial ownership (determined in
          accordance with Rule 13d-3 of the Exchange Act), directly or
          indirectly, of more than 30 percent of the voting power of the
          outstanding stock of the Company by any Person coupled with or
          followed by the failure of Continuing Directors to constitute a
          majority of the Board; or

               (4)  the sale, lease, exchange or transfer of all or
          substantially all the assets of the Company;

          provided, however, that the term "Change in Control" shall not apply
          to any merger, consolidation, internal reorganization, or
          recapitalization of the Company initiated voluntarily by the Company
          in which Continuing Directors constitute a majority of the members
          of the Board or any successor thereto and the holders of common
          stock immediately prior to the merger have the same proportionate
          ownership of common stock of the surviving corporation after the
          merger.

          However, in no event shall a Change in Control be deemed to have
          occurred, with respect to a Participant, if that Participant is part
          of a purchasing group which consummates the Change-in-Control
          transaction. A Participant shall be deemed "part of a purchasing
          group" for purposes of the preceding sentence if the Participant is
          an equity participant or has agreed to become an equity participant
          in the purchasing company or group (except for: (i) passive
          ownership of less than 3% of the shares of voting securities of the
          purchasing company, or (ii) ownership of equity participation in the
          purchasing company or group which is otherwise not deemed to be
          significant, as determined prior to the Change in Control by a
          majority of the disinterested Directors).

     (d)  "CILCO" means Central Illinois Light Company, an Illinois
     corporation, and any successor thereto.

     (e)  "Committee" shall mean the Compensation Committee of the Board, or
     any other committee appointed by the Board to administer the Plan,
     pursuant to the terms of Article 3 herein.

     (f)  "Continuing Director" means any member of the Board, while such
     person is a member of the Board, who was a member of the Board prior
     to the date of adoption  of this Plan. A "Continuing Director" also means
     any person who subsequently becomes a member of the Board, while such
     person is a member of the Board, if such person's nomination for
     election or election to the Board is recommended or approved by
     resolution of a majority of the Continuing Directors.

     (g)  "Company" means CILCORP Inc., an Illinois corporation, and any
     successor thereto.

     (h)  "Director" means an individual who is a member of the Board.

     (i)  "Disability" means a permanent and total disability within the
     meaning of Internal Revenue Code Section 22(e)(3), or any successor
     statute, as determined by the Committee in good faith, upon receipt
     of and in reliance on sufficient competent medical advice from one or
     more individuals, selected by the Committee, who are qualified to give
     professional medical advice.
     
     (j)  "Effective Date" means the date this Plan becomes effective, as set
     forth in Section 1.1 herein.

     (k)  "Employee" means any full-time, nonunion employee of the Company or
     any  Subsidiary. Directors who are not otherwise employed by the Company
     or a Subsidiary shall not be considered Employees under this Plan.

     (l)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
     from time to time, or any successor act thereto.


     (m)  "Insider" shall mean an Employee who is, on the relevant date, an
     officer, a director, or a ten percent beneficial owner of the
     Company, as defined under Section 16 of the Exchange Act.

     (n)  "Key Employee" means an Employee who, by the nature and scope of his
     position, is determined by the Committee in its discretion to be
     "key" in that he regularly and directly makes or influences policy
     decisions which impact the overall long-term results or success of
     the Company.

     (o)  "Participant" means an Employee who has received a grant of Shares
     under the Plan.

     (p)  "Performance Measure" shall mean one or more financial objectives
     selected by the Committee prior to the beginning of each Performance
     Period, the degree of achievement of which shall determine the number
     of Shares earned by Participants under the Plan.

     (q)  "Performance Period" means the period designated by the Committee,
     during which the degree of achievement of the Performance Measures
     shall determine the number of Shares earned by Participants under the
     Plan.

     (r)  "Person" shall have the meaning ascribed to such term in
     Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
     14(d) thereof, including a "group" as defined in Section 13(d) of the
     Exchange Act.

     (s)  "Retirement" means termination of employment with the Company or any
     Subsidiary after attaining age 62.

     (t)  "Subsidiary" shall mean any corporation in which the Company owns
     directly or indirectly through its Subsidiaries, at least fifty
     percent (50%) of the total combined voting power of all classes of
     stock, or any other entity (including, but not limited to,
     partnerships and joint ventures) in which the Company owns at least fifty
     percent (50%) of the combined equity thereof.

     (u)  "Share" means a measure of participation under the Plan, as set
     forth in Article 6 herein.

     (v)  "Unit of CILCO" means an operating group of CILCO as may be so
     designated from time to time on the official organization chart
     maintained by CILCO.

     


                          Article 3.  Administration

3.1  The Committee.

The Plan shall be administered by the Compensation Committee of the Board, or
by any other committee appointed by the Board consisting of not less than two
(2) Directors who are Non-Employee Directors (within the meaning of Rule 16b-
3). The members of the Committee shall be appointed from time to time by, and
shall serve at the discretion of, the Board.

3.2  Authority of the Committee.

Subject to the provisions herein and to the approval of the Board, the
Committee shall have full power to select employees to whom Shares are
granted; to determine the size and frequency of grants (which need not be the
same for each Participant); to determine the terms and conditions of each
grant in a manner consistent with the provisions of the Plan; to establish
Performance Measures and Performance Periods; to set forth guidelines
governing the number of Shares which will be earned by Participants with
respect to various levels of achievement of the Performance Measures during
the Performance Period; subject to the terms of Section 4.3 herein, to revise
the number of Shares available for grant under the Plan and the number of
Shares held by Participants; subject to the provisions of Section 6.3 herein,
to revise the Performance Measures during a Performance Period to the extent
necessary to preserve the integrity of the Performance Measures, and to the
extent necessary to prevent enlargement or dilution of Participants' rights;
to construe and interpret the Plan and any agreement or instrument entered
into under the Plan; to establish, amend, rescind, or waive rules and
regulations for the Plan's administration; and, subject to the provisions of
Article 11 herein, to amend, modify, and/or terminate the Plan.  Further, the
Committee shall have the full power to make all other determinations which may
be necessary or advisable for the administration of the Plan, to the extent
consistent with the provisions of the Plan, and subject to the approval of the
Board.

As permitted by law, the Committee may delegate its authority as identified
hereunder; provided, however, that the Committee may not delegate certain of
its responsibilities hereunder if such delegation may jeopardize compliance
with Rule 16b-3 of the Exchange Act.

3.3  Decisions Binding.

All determinations and decisions made by the Committee pursuant to the
provisions of the Plan, and all related orders or resolutions of the Board
shall be final, conclusive, and binding on all persons, including the Company,
its stockholders, Employees, Participants, and their estates, and
beneficiaries.


                    Article 4.  Shares Subject to the Plan

4.1  Number of Shares.

Subject to adjustment as provided in Section 4.3 herein, the total number of
Shares available for grant under the Plan may not exceed one hundred twenty-
five thousand (125,000).

While a Share is outstanding, it shall be counted against the authorized pool
of Shares, regardless of its vested status.




4.2  Lapsed Shares.

If any Share granted under the Plan is canceled, terminates, expires, or
lapses for any reason, such Share shall again be available for grant under the
Plan.

However, in the event that prior to the Share's cancellation, termination,
expiration, or lapse, the holder of the Share at any time received one or more
"benefits of ownership" pursuant to such Share (as defined by the Securities
and Exchange Commission, pursuant to any rule or interpretation promulgated
under Section 16 of the Exchange Act), the Share shall not be made available
for regrant under the Plan.

4.3  Adjustments in Shares.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, split-up, or any other change affecting the common stock of
the Company, the Committee may make such adjustment(s) in the number of Shares
available for grant hereunder and Shares held by Participants, as the
Committee deems to be appropriate and equitable, in its sole discretion.


                   Article 5.  Eligibility and Participation

5.1  Eligibility.

Eligibility for participation in the Plan shall be limited to Key Employees.

5.2  Actual Participation.

Subject to the provisions of the Plan, prior to the beginning of each
Performance Period the Committee will identify which, if any, Key Employees
shall receive a grant of Shares for that Performance Period.

As soon as practicable following selection, a Participant shall execute an
Award Agreement with the Company, as provided in Section 6.7 herein, which
shall describe the Shares, and which shall detail the number of Shares
granted, as well as all of the terms and conditions to which the Shares are
subject.


5.3  Timing of Participation.

Participation in the Plan shall begin on the first day of each Performance
Period. However, the Committee, in its sole discretion, may allow an
individual who becomes eligible during a Performance Period to participate in
the Plan. In such cases, the Participant's degree of participation for such
Performance Period normally shall be prorated, based on the number of days of
participation during such Performance Period. A Participant who receives a
grant of Shares as part of the initial grant of Shares for the first
Performance Period shall be deemed to have begun participating in the Plan on
the first day of the first Performance Period.


                         Article 6.  Grants of Shares

6.1  Grant Timing and Frequency.

Subject to the terms and provisions of the Plan, Shares may be granted to
Participants as of the first day of each Performance Period. In addition,
subject to the terms of Section 5.3 herein, the Committee may make Share
grants during a Performance Period. Shares granted as part of the initial
grant of Shares for the first Performance Period shall be deemed to be granted
as of the first day of the first Performance Period. The Committee shall have
complete discretion in determining the number and frequency of grants to each
Participant.

6.2  Number of Shares Granted.

The number of Shares to be granted to each Participant shall be determined by
the Committee in its sole discretion, subject to the limitation on aggregate
Shares available under the Plan, as set forth in Section 4.1 herein.

6.3  Performance Measures and Performance Periods.

The Committee shall set Performance Measures in its discretion which,
depending on the extent to which they are met, will determine the number of
Shares that will be available to be earned by the Participants. Subject to the
last sentence of this paragraph, the Committee shall establish Performance
Periods in its discretion during which the degree of achievement of the
Performance Measures shall determine the number of Shares earned by
Participants. Performance Periods shall, in all cases, exceed six (6) months
in length. The first Performance Period shall be the five-year period
beginning January 1, 1993 and ending December 31, 1997.

The Committee also shall have the right to adjust the determination of the
degree of achievement of the Performance Measures during and/or at the end of
any Performance Period, to keep Participants whole or to preserve the
integrity of the Performance Measures from the effects of infusions or
distributions of cash or property to or from the Company and its Subsidiaries
(including dividends), from the effects of accounting rules that do not
reflect economic reality or that change over time, or from the effect of any
change in the capitalization or operations of the Company and its Subsidiaries
that affects the financial objectives and over which the Participants had no
control; provided that any such adjustment shall be consistent with the
purposes of the Plan.


Any such adjustments under this Section 6.3 can consist of changes in the
number of Shares held by each Participant, and/or adjustments to the
Performance Measures.

6.4  Earning of Shares.

Prior to the beginning of each Performance Period, the Committee shall
establish maximum, target, and threshold levels of Share payout opportunities
under the Plan, which shall correspond to the degree of the achievement of the
Performance Measures during the Performance Period. The established Share
payout opportunities may vary in relation to each Participant's duties and
responsibilities, and together with the preestablished Performance Measures,
shall be described in the Award Agreements delivered to Participants at the
beginning of each Performance Period.

After the applicable Performance Period has ended, the holder of Shares
granted at the beginning of such Performance Period shall be entitled to
receive payout with respect to the number of Shares earned by the Participant
over the Performance Period, to be determined as a function of the extent to
which the corresponding Performance Measures have been achieved.

6.5  Share Ledger Account.

A Share ledger account (the "Account") shall be established and maintained by
the Company for each Participant who receives a grant under the Plan. If
additional Shares are granted, the Account shall be adjusted accordingly. The
Account of a Participant shall be the record of the Shares granted to that
Participant under the Plan, and is solely for accounting purposes, and shall
not require a segregation of any Company assets.

6.6  Award Agreements.

Each grant under the Plan shall be evidenced by an Award Agreement. Each
Agreement shall be signed by an officer of the Company and by the Participant,
and shall contain the terms and conditions that apply to the grant, which
shall include, but shall not be limited to, the number of Shares granted to
the Participant, the Performance Measures, the maximum, target and threshold
levels of Share payout opportunities, and the length of the Performance
Period. The included terms and conditions need not be the same for each
Participant, nor for each grant.

6.7  Form and Timing of Payment of Shares.

Payment of earned Shares shall be made in shares of common stock of the
Company, at the rate of one share of common stock for each earned Share, and,
subject to Section 6.8 below, shall be made within forty-five (45) calendar
days following the close of the applicable Performance Period.

6.8  Restrictions on Sales.

A Participant shall not be permitted to sell more than one-third of the shares
of common stock of the Company distributed to him under the Plan with respect
to a Performance Period during the first twelve (12) months after the end of
the Performance Period, nor more than two-thirds of the shares of common stock
distributed to him under the Plan with respect to a Performance Period during
the first twenty-four (24) months after the end of the Performance Period. The
Committee may direct the Company to withhold the delivery of stock
certificates to Participants until the shares of common stock of the Company
covered by such certificates may be sold by the Participant under this
Section 6.8.

The above restrictions on a Participant's sale of shares of common stock of
the Company received under the Plan shall terminate immediately in the event
of the Participant's death or the occurrence of a Change in Control which the
Committee determines in its discretion to affect the Participant.


                     Article 7.  Termination of Employment

7.1  Termination of Employment Due to Death, Disability or Retirement.

In the event a Participant's employment is terminated by reason of Disability
or Retirement during a Performance Period, the Participant shall be entitled
to a prorated award for such Performance Period. The award shall be reduced by
multiplying the number of Shares which would otherwise have been earned by
such Participant during the Performance Period by a fraction; the numerator of
which is the number of days of participation during the Performance Period
through the date of employment termination, and the denominator of which is
the number of days in the Performance Period. The award thus determined shall
be paid as soon as practicable following the end of the Performance Period.

In the event a Participant's employment is terminated by reason of the
Participant's death during a Performance Period, the Participant shall be
entitled to a prorated award for such Performance Period. The award shall be
reduced by multiplying the number of Shares which would otherwise have been
earned by such Participant during the Performance Period (using the actual
performance achieved during the first Performance Period ending after the
Participant's death as the performance achieved for all of such Participant's
Performance Periods which have not yet ended at the time of his death) by a
fraction; the numerator of which is the number of days of participation during
the Performance Period through the date of the Participant's death, and the
denominator of which is the number of days in the Performance Period. The
final awards thus determined shall be paid as soon as practicable following
the end of the first Performance Period ending after the Participant's death.

7.2  Termination for Reasons Other Than Death, Disability or Retirement.

In the event a Participant's employment is terminated for reasons other than
death, Disability or Retirement, all rights to any unpaid awards under the
Plan shall be forfeited.


                         Article 8.  Change in Control

Upon  the  occurrence  of  a  Change of Control,  all  outstanding  Shares  of
Participants determined by the Committee in its discretion to be  affected  by
the Change in Control shall be treated as follows:

                               (i)    in  the event the Corporation  does  not
                  survive,  all  outstanding shares shall be converted  to  an
                  equivalent  number  of  shares of the surviving   entity  as
                  determined  by  the  Committee in its discretion  and  shall
                  remain  exercisable  until the last day of  the  Performance
                  Period, or


                              (ii)  in the event the Corporation does survive,
                  all  outstanding shares shall be adjusted in accordance with
                  Section  4.3 hereof and shall remain exercisable  until  the
                  last day of the Performance Period.

Subject  to  Article  11 herein, prior to the effective date  of  an  imminent
change  in  control,  the  Committee shall have  the  authority  to  make  any
modifications  of  outstanding shares as determined by  the  Committee  to  be
necessary  to provide Participants with an appropriate payout with respect  to
their shares.

                      Article 9.  Beneficiary Designation

9.1  Designation of Beneficiary.

Each Participant shall be entitled to designate a beneficiary or beneficiaries
who, following the Participant's death, will be entitled to receive any
amounts that otherwise would have been paid to the Participant under the Plan.
All designations shall be signed by the Participant, and shall be in such form
as prescribed by the Committee. Each designation shall be effective as of the
date delivered to the Secretary of the Company by the Participant. The
Participant may change his or her designation of beneficiary on such form as
prescribed by the Committee. The payment of any amounts owing to a Participant
pursuant to his or her outstanding Shares shall be in accordance with the last
unrevoked written designation of beneficiary that has been signed by the
Participant and delivered by the Participant to the Secretary of the Company
prior to the Participant's death.

9.2  Death of Beneficiary.

In the event that all of the beneficiaries named by a Participant pursuant to
Section 9.1 herein predecease the Participant, any amounts that would have
been paid to the Participant or the Participant's beneficiaries under the Plan
shall be paid to the Participant's estate.


                      Article 10.  Rights of Participants

10.1 Employment.

Nothing in the Plan shall interfere with or limit in any way the right of the
Company or any of its Subsidiaries to terminate any Participant's employment
at any time, nor confer upon any Participant any right to continue in the
employ of the Company or Subsidiary.

10.2 Participation.

No Participant or other employee shall at any time have a right to be selected
for participation in the Plan for any Performance Period, despite having been
selected for participation in a previous Performance Period.

10.3 Nontransferability.

No Share or other right or interest granted to a Participant under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.

10.4 Voting and Dividend Rights.

No Participant shall be entitled to any voting rights, or, except as provided
by the Committee, in its sole discretion, to receive any dividends, or to have
his or her Account credited or increased as a result of any dividends or other
distributions with respect to the ownership of the Company.

10.5 Rights to Common Stock.

Grants of Shares under the Plan do not give a Participant any rights
whatsoever with respect to shares of the Company's common stock until such
shares are distributed to the Participant pursuant to the terms of the Plan.


             Article 11.  Amendment, Modification and Termination

11.1 Amendment, Modification and Termination.

With the approval of the Board, at any time and from time to time, the
Committee may terminate, amend or modify the Plan. However, without the
approval of the shareholders of the Company (as may be required by the insider
trading rules of Section 16 of the Exchange Act, by any national securities
exchange or system on which the Company's shares of common stock are then
listed or reported, or by a regulatory body having jurisdiction with respect
hereto) no such termination, amendment or modification may:

     (a)  Materially increase the total number of Shares which may be issued
     under this Plan, except as provided in Section 4.3 herein; or

     (b)  Materially modify the eligibility requirements to add a class of
     Insiders; or

     (c)  Materially increase the benefits accruing to Participants under the
     Plan.

11.2 Awards Previously Granted.

No termination, amendment or modification of the Plan shall in any manner
adversely affect any outstanding Shares under the Plan, without the written
consent of the Participant holding such Shares.


                     Article 12.  Miscellaneous Provisions

12.1 Costs of the Plan.

All costs of the Plan including, but not limited to, payout of Shares and
administrative expenses, shall be incurred by the Company out of the Company's
general assets. Although not prohibited from doing so, the Company is not
required in any way to segregate assets in any manner or to specifically fund
the benefits provided under the Plan.

12.2 Share Withholding.

With respect to withholding required upon any taxable event hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy
the withholding requirement, in whole or in part, by having the Company
withhold shares of Company common stock having a fair market value on the date
the tax is to be determined equal to the minimum statutory total tax which
could be imposed on the transaction. All elections shall be irrevocable, made
in writing, and signed by the Participant.

12.3 Tax Withholding.

The Company shall have the right to require Participants to remit to the
Company an amount sufficient to satisfy Federal, state, and local withholding
tax requirements, or to deduct from all payments under this Plan amounts
sufficient to satisfy all withholding tax requirements.

12.4 Successors.

All obligations of the Company under the Plan with respect to payout of
Shares, and the corresponding rights granted hereunder, shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or other
acquisition of all or substantially all of the business and/or assets of the
Company.

12.5 Notice.

Any notice or filing required or permitted to be given to the Company under
the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail to the Secretary of the Company. Notice to the
Secretary of the Company, if mailed, shall be addressed to the principal
executive offices of the Company. Notice mailed to a Participant shall be at
such address as is given in the records of the Company. Notices shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or
certification.

12.6 Severability.

In the event that any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

12.7 Gender and Number.

Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the singular,
and the singular shall include the plural.

12.8 Requirements of Law.

The granting and payout of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.

12.9 Governing Law.

To the extent not preempted by Federal law, the Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of Illinois.