CILCORP Inc.

          Shareholder Return Incentive Compensation Plan

                          February 1993


               Amended effective January 28, 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.<PAGE>
    


                   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 in Control, all outstanding
Shares of Participants determined by the Committee in its
discretion to be affected by the Change in Control shall be
deemed to have been fully earned for each entire Performance
Period as of the effective date of the Change in Control, and
shall be paid out to such Participants, within thirty (30)
calendar days following the effective date of the Change in
Control; provided, however, that Shares which were granted within
six (6) months prior to such date shall be forfeited, and shall
not entitle Participants to a payout.

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 to 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.