[DESCRIPTION] This document is Exhibit (10) for both CILCORP Inc. and CILCO



                        CENTRAL ILLINOIS LIGHT COMPANY

                            EXECUTIVE DEFERRAL PLAN

                                     (EDP)

                               December 1, 1985

                                  as amended

                               February 22, 1994

                             and January 29, 1996 
                               TABLE OF CONTENTS

Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Article I - Definitions . . . . . . . . . . . . . . . . . . . . . . .  1

Article II - Eligibility . . . . . . . . . . . . . . . . . . . . . . . 3

     2.1  Selection By Committee . . . . . . . . . . . . . . . . . . . 3

     2.2  Plan Agreement of Executive . . . . . . . . . . . . . . . .  3

Article III - Deferral Commitments . . . . . . . . . . . . . . . . . . 4

     3.1  Minimum Deferral . . . . . . . . . . . . . . . . . . . . . . 4

     3.2  Maximum Deferral . . . . . . . . . . . . . . . . . . . . . . 4

     3.3  Special Deferral  . . . . . . . . . . . . . . . . . . . . .  4

     3.4  Withholding of Deferral Amounts  . . . . . . . . . . . . . . 4

     3.5  Annual Rate . . . . . . . . . . . . . . . . . . . . . . . .  4

     3.6  Deferral Period . . . . . . . . . . . . . . . . . . . . . .  4

     3.7  Default . . . . . . . . . . . . . . . . . . . . . . . . . .  4

     3.8  Deferral Penalty In the Event
          of Default . . . . . . . . . . . . . . . . . . . . . . . . . 4

     3.9  No Waiver of Default . . . . . . . . . . . . . . . . . . . . 5

    3.10  Crediting of Deferral Amounts,
          Company Contributions and Rollover
          ESPP Amounts . . . . . . . . . . . . . . . . . . . . . . . . 5

    3.11  Termination of Participation . . . . . . . . . . . . . . . . 5

Article IV - 7th-Year Distribution . . . . . . . . . . . . . . . . . . 5

     4.1  7th-Year Distribution . . . . . . . . . . . . . . . . . . .  5

     4.2  Supplemental Plan Agreements . . . . . . . . . . . . . . . . 5

     4.3  Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . 6

Article V - Retirement Benefit . . . . . . . . . . . . . . . . . . . . 6

     5.1  Retirement Benefit . . . . . . . . . . . . . . . . . . . . . 6

     5.2  Rate of Interest for Retirement Benefits . . . . . . . . . . 7
     5.3  Commencement of Retirement Benefits . . . . . . . . . . . .  7

     5.4  Post-Retirement Plan Agreements . . . . . . . . . . . . . .  7

     5.5  Amount of Retirement Benefit . . . . . . . . . . . . . . . . 8

     5.6  Death Prior to Completion of
          Retirement Benefits . . . . . . . . . . . . . . . . . . . .  8

Article VI - Rollover ESPP . . . . . . . . . . . . . . . . . . . . . . 8 

     6.1  Participants Eligible for ESPP Rollover  . . . . . . . . . . 8 

     6.2  ESPP Vesting Credit . . . . . . . . . . . . . . . . . . . .  8

Article VII - Survivor Benefit . . . . . . . . . . . . . . . . . . . . 9

     7.1  Pre-Retirement Survivor Benefit . . . . . . . . . . . . . .  9

     7.2  Amount of Survivor Benefit . . . . . . . . . . . . . . . . . 9

     7.3  Eligibility Requirements for
          Survivor Benefits . . . . . . . . . . . . . . . . . . . . .  9

     7.4  Restriction in the Event of Suicide . . . . . . . . . . . .  9

Article VIII - Termination Benefit . . . . . . . . . . . . . . . . .  10

     8.1  Termination Benefits . . . . . . . . . . . . . . . . . . .  10

     8.2  Termination Prior to 7 Years of Plan
          Participation and Prior to Age 55 . . . . . . . . . . . . . 10

     8.3  Termination after 7 Years of Plan
          Participation and Prior to Age 55 . . . . . . . . . . . . . 10

Article IX - Disability Benefit . . . . . . . . . . . . . . . . . . . 11

     9.1  Amount of Disability Benefit . . . . . . . . . . . . . . .  11

     9.2  Commencement and Termination of
          Disability Benefits . . . . . . . . . . . . . . . . . . . . 11

     9.3  Maximum Age for Disability Benefits . . . . . . . . . . . . 11

Article X - Beneficiary Designation . . . . . . . . . . . . . . . . . 11

    10.1  Beneficiary Designation . . . . . . . . . . . . . . . . . . 11

    10.2  Change of Beneficiary Designation . . . . . . . . . . . . . 11

    10.3  No Participant Designation . . . . . . . . . . . . . . . .  11

    10.4  Effect of Payment . . . . . . . . . . . . . . . . . . . . . 12
Article XI - Leave of Absence . . . . . . . . . . . . . . . . . . . . 12

    11.1  Paid Leave of Absence . . . . . . . . . . . . . . . . . . . 12

    11.2  Unpaid Leave of Absence . . . . . . . . . . . . . . . . . . 12

Article XII - Other Benefits and Agreements . . . . . . . . . . . . . 12

    12.1  Coordination With Other Benefits . . . . . . . . . . . . .  12

    12.2  Restoration of Pension Benefits . . . . . . . . . . . . . . 12

Article XIII - Termination, Amendment or Modification . . . . . . . . 13

    13.1  Discontinuance . . . . . . . . . . . . . . . . . . . . . .  13

    13.2  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 13

    13.3  Termination . . . . . . . . . . . . . . . . . . . . . . . . 13

Article XIV - Miscellaneous . . . . . . . . . . . . . . . . . . . . . 13

    14.1  Unsecured General Creditor . . . . . . . . . . . . . . . .  13

    14.2  Nonassignability . . . . . . . . . . . . . . . . . . . . .  14

    14.3  Not a Contract of Employment . . . . . . . . . . . . . . .  14

    14.4  Protective Provisions . . . . . . . . . . . . . . . . . . . 14

    14.5  Terms  . . . . . . . . . . . . . . . . . . . . . . . . . .  14

    14.6  Captions . . . . . . . . . . . . . . . . . . . . . . . . .  14

    14.7  Governing Law . . . . . . . . . . . . . . . . . . . . . . . 14

    14.8  Validity . . . . . . . . . . . . . . . . . . . . . . . . .  14

    14.9  Notice . . . . . . . . . . . . . . . . . . . . . . . . . .  15

    14.10 Successors . . . . . . . . . . . . . . . . . . . . . . . .  15

    14.11 Hostile Takeover  . . . . . . . . . . . . . . . . . . . . . 15

    14.12 Attorneys Fees . . . . . . . . . . . . . . . . . . . . . .  15

    14.13 Late Payment Penalty . . . . . . . . . . . . . . . . . . .  15

    14.14 Incompetent . . . . . . . . . . . . . . . . . . . . . . . . 15

Article XV - Administration . . . . . . . . . . . . . . . . . . . . . 16

    15.1  Committee Duties . . . . . . . . . . . . . . . . . . . . .  16

    15.2  Agents . . . . . . . . . . . . . . . . . . . . . . . . . .  16

    15.3  Binding Effect of Decisions . . . . . . . . . . . . . . . . 16

    15.4  Indemnity of Committee  . . . . . . . . . . . . . . . . . . 16

    15.5  Employer Information . . . . . . . . . . . . . . . . . . .  16

    15.6  Change in Payments . . . . . . . . . . . . . . . . . . . .  16 
                            EXECUTIVE DEFERRAL PLAN

                                      OF

                        CENTRAL ILLINOIS LIGHT COMPANY


                                    Purpose

          The primary purpose of the Executive Deferral Plan of Central 
Illinois Light Company is to help attract and maintain high caliber employees 
in high-level management positions.  Directors, executive officers of the 
Company and certain other key employees on the Company's management staff 
(i.e., elected officers, department heads, and other key employees reporting 
to executive officers) will be allowed to participate in the Executive Defer
ral Plan.  Members of the management staff allowed to participate will be 
those key employees who, in the opinion of the administrative committee of the 
Executive Deferral Plan, contribute significantly to the health and well-being 
of the Company through their leadership and managerial talents and who occupy 
management positions of importance in the Company.


                                   Article 1

                                  Definitions

          For purposes hereof, unless otherwise clearly apparent from the 
context, the following phrases or terms shall have the following indicated 
meanings:

1.1       "Base Annual Salary" shall mean the yearly compensation excluding 
          bonuses or other fees paid to a Participant for employment services 
          rendered to the Employer, before reduction for compensation deferred 
          pursuant to this plan.

1.2       "Beneficiary" shall mean the person or persons, or the entity desig
          nated by the Participant to receive any benefits payable under this 
          Plan upon the death of a Participant.  Any Participant's Beneficiary 
          designation shall be made by written instrument filed with the 
          Committee and shall become effective only when received, accepted 
          and acknowledged in writing by the Committee.

1.3       "Committee" shall mean the administrative committee appointed to 
          manage and administer the Plan in accordance with its provisions 
          pursuant to Article 15.

1.4       "Company" shall mean CENTRAL ILLINOIS LIGHT COMPANY, any corporation 
          which is, along with the Company, a member of a controlled group of 
          corporations as described in Section 414(b) of the Internal Revenue 
          Code of 1954, as amended, and all successor companies thereto.

1.5       "Company Contributions" shall mean such amounts, if any, that an 
          Employer, in its sole discretion, contributed to the Plan in any 
          year for the benefit of all or some Participants.

1.5(a)    "Continuing Director" means any member of the Board of the Company 
          or of its majority shareholder (hereinafter the "Board"), while such 
          person is a member of the Board, who was a member of the Board prior 
          to January 29, 1996. 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.

1.6       "Covered Salary" shall mean a Participant's Base Annual Salary and 
          bonuses which serves as a basis for computation of the Retirement, 
          Survivor or Termination benefits pursuant to the terms and condi
          tions of this Plan.

1.7       "Deferral Amount" shall mean the amount of Covered Salary deferred 
          by a Participant each year pursuant to his election in the form of a 
          Plan Agreement.

1.8       "Deferral Period" shall mean the period during which amounts of 
          Covered Salary are being deferred pursuant to the deferral election 
          of the Participant as set forth in the Participant's Plan Agreement.

1.9       "Disability".  A Participant shall be considered totally disabled by 
          bodily injuries, sickness or disease for purposes of the Plan for 
          the period, excluding any period for which he receives benefits 
          under the Company's Sick Pay Plan, if:

          a.   During the first two years of any period of total disability, 
               the Participant is unable to perform the duties of his occupa
               tion; and

          b.   During continuation of the period of total disability beyond 
               two years, the Participant is unable to engage in any business 
               or occupation or to perform any work for compensation, gain or 
               profit for which he is reasonably fitted by education, training 
               or experience.

1.10      "EDP Account" shall mean an individual account comprised of a 
          Participant's Deferral Amounts, Rollover ESPP amounts, Company 
          Contributions and interest credited thereon.  An EDP Account shall 
          be maintained for each Participant.  A Participant's EDP Account 
          shall be utilized solely as a device for the measurement and deter
          mination of the amounts to be paid to the Participant pursuant to 
          this Plan.  A Participant's EDP Account shall not constitute or be 
          treated as a trust fund.

1.11      "Employer" shall mean the Company having one or more eligible 
          Employees who have been selected by the Committee to participate.  
          Where the context dictates, the term "Employer" as used herein 
          refers to the particular Employer which has entered into a Plan 
          Agreement with a specific Participant.

1.12      "Executive" shall mean directors and those persons in the regular 
          full-time employment of the Company who are key employees and 
          members of the management staff who are selected for participation 
          in the Plan by the Committee.

1.12(a)   "Hostile Takeover" shall mean the acquisition of beneficial 
          ownership (determined in accordance with Rule 13(d)-3 of the 
          Exchange Act) directly or indirectly, of more than 30% of the voting 
          power of the outstanding stock of the Company or its majority 
          shareholder by any person coupled with or followed by the failure of 
          Continuing Directors to constitute a majority of the Board."

1.13      "Moody's Seasoned Corporate Bond Rate" (Moody's) shall mean an 
          economic indicator which is an arithmetic average of yields of 
          representative bonds:  industrials, public utilities, Aaa, Aa, A, 
          and Baa.

1.14      "Participant" shall mean any Executive who elects to participate in 
          the Plan by executing a Plan Agreement.

1.15      "Plan" shall mean the Executive Deferral Plan of the Employer which 
          shall be evidenced by this instrument and by each Plan Agreement, as 
          amended from time to time.

1.16      "Plan Agreement" shall mean the form of written agreement, as 
          amended from time to time, which is entered into by and between an 
          Employer and a Participant.

1.17      "Plan Anniversary Date" shall be the last day of the Plan Year.

1.18      "Plan Year" shall mean the 12 consecutive month period commencing on 
          December 1 and ending on the next following November 30.

1.19      "Retirement" and "Retire" shall mean severance from employment with 
          the Employer at or after the attainment of age fifty-five (55).

1.20      "Retirement Benefit Date" shall mean the date that the Retired 
          Participant first receives Retirement benefits under the Plan.

1.21      "Rollover ESPP" shall mean the amount credited to a Participant 
          under the Executive Salary Protection Plan which is to be credited 
          to the Participant's EDP Account (one-time credit equal to the 
          present value of the ESPP benefit).

1.22      "Secondary Account Balance" shall mean the portion of the EDP 
          Account attributable to the 5% interest credited thereon which is 
          above Moody's and any accumulation thereon at a crediting rate of 
          Moody's plus five percent (5%).

1.23      "Termination of Employment" shall mean the ceasing of employment 
          with the Company, voluntarily or involuntarily, for any reason other 
          than Retirement, Disability or death.




                                   Article 2

                                  Eligibility

2.1       Selection By Committee.  The Committee shall have the sole discre
          tion to determine the employees of the Company who are key employees 
          and members of the management staff who are eligible to become 
          Participants in accordance with the purpose of the Plan.  The 
          Committee shall also have the sole discretion to determine the 
          directors of the Company who are eligible to become Participants.  
          The foregoing notwithstanding, participation shall be limited to 
          those individuals who are Participants as of June 15, 1994.

2.2       Plan Agreement of Executive.  As a condition of participation, each 
          Executive shall complete, execute and return to the Committee prior 
          to the beginning of the applicable Deferral Period a Plan Agreement.


                                   Article 3

                             Deferral Commitments

3.1       Minimum Deferral.  The Participant may defer no less than $2,000 per 
          Plan Year.

3.2       Maximum Deferral.  A Participant who became eligible to participate 
          in the Plan on or before November 30, 1989, and all directors of the 
          Company, may defer no more than 100% of Covered Salary or board 
          fees, as applicable.  A Participant who became eligible to partici
          pate in the Plan on or after December 1, 1989 may defer no more than 
          15% of Covered Salary.

3.3       Special Deferral.  The Committee may specify the Plan Years, if any, 
          in which each Participant may elect to defer an amount ("Special 
          Deferral Amount") in addition to the amount or percentage of Covered 
          Salary otherwise specified for deferral under the Plan Agreement.  
          The Special Deferral Amount, if any, shall be set forth in the Plan 
          Agreement of the Participant and shall be treated as a Deferral 
          Amount under the provisions of the Plan except as otherwise provided 
          in Sections 7.2 and 9.1.

3.4       Withholding of Deferral Amounts.  The amount or percentage of 
          Covered Salary elected to be deferred pursuant to the Plan Agreement 
          of a Participant shall be withheld over the Deferral Period in the 
          manner set forth in the Plan Agreement of the Participant.

3.5       Annual Rate.  The Moody's rate for any Plan Year shall be fixed 60 
          days prior to the beginning of the Plan Year.  Subject to the 
          provisions and limitations of the Plan, the EDP Account will accrue 
          annual interest at a crediting rate of Moody's plus five percent 
          (5%) from the date of Plan inception.


3.6       Deferral Period.  The Deferral Period for each Participant shall be 
          a fixed 4 year period commencing on the December 1 coincident with 
          or next preceding the date on which the Participant's initial 
          Deferral Amount is made to the Plan following the Participant's 
          filing of a Plan Agreement with the Committee.

3.7       Default.  Default occurs when the Participant does not defer the 
          amount of Covered Salary previously committed to the Plan under that 
          Participant's Plan Agreement.  Termination of Employment is not 
          considered a default.  A Participant who has a Termination of 
          Employment will receive Termination Benefits, as set forth in 
          Article 8.

3.8       Deferral Penalty In the Event of Default.  In the event of default 
          by a Participant on a deferral commitment during the Deferral 
          Period, the Participant may not defer any portion of his Covered 
          Salary for the balance of the Plan Year in which the default occurs 
          or for the next following Plan Year.

3.9       No Waiver of Default.  The Committee may not waive any default 
          penalty set forth in Section 3.8.

3.10      Crediting of Deferral Amounts, Company Contributions and Rollover 
          ESPP Amounts.  The amount or percentage of Covered Salary that a 
          Participant elects to defer in the Plan Agreement executed by the 
          Participant with respect to each Plan Year shall be credited by the 
          Employer to the Participant's EDP Account throughout each Plan Year 
          as the Participant is paid the nondeferred portion of Covered Salary 
          for such Plan Year or on the date any lump sum Deferral Amount is 
          contributed to the Plan.  The amount or percentage of Covered Salary 
          so credited to a Participant's EDP Account shall equal the amount 
          deferred.  The Participant shall designate in the Plan Agreement the 
          amount or percentage of Covered Salary to be deferred.  Company 
          Contributions, if any, and Rollover ESPP amounts, if any, shall be 
          credited to a Participant's EDP Account at the time made by the 
          Employer.

3.11      Termination of Participation.  A Participant may terminate partici
          pation in the Plan at any time by giving the Employer written notice 
          of such termination not less than 30 days prior to the anniversary 
          date of the execution of the most recent Plan Agreement of the 
          Participant.  Benefits to a Participant who elects to terminate Plan 
          participation shall be payable in accordance with the terms of the 
          Plan. 
          
                                   Article 4

                             7th Year Distribution


4.1       7th-Year Distribution.  Except as otherwise provided in Section 4.2, 
          a Participant shall be paid his EDP Account, excluding that portion 
          attributable to interest credited in excess of Moody's and any 
          accumulation thereon, 45 days after the commencement of his seventh 
          
          Plan Year of participation in the Plan.  All other funds in the EDP 
          Account will remain in the Plan until the Participant dies, incurs a 
          Disability, Retires or incurs a Termination of Employment.

4.2       Supplemental Plan Agreements
          Prior to the Plan Anniversary Date preceding the Plan Year in which 
          the 7th-Year Distribution is payable to a Participant, the Partici
          pant may enter into a Supplemental Plan Agreement ("Supplemental 
          Plan Agreement") whereby the Participant and the Employer agree to a 
          further deferral until retirement of all or a portion of the amount 
          that would otherwise be payable as a 7th-Year Distribution.  The 
          Supplemental Plan Agreement must be entered into a minimum of one 
          (1) year prior to the Plan Anniversary Date preceding the Plan Year 
          in which the 7th-Year Distribution is payable to a Participant, must 
          be executed by the Participant in writing in a form acceptable to 
          the Committee, and must be returned to the Committee one (1) year 
          prior to the beginning of the Plan Year in which the 7th-Year 
          Distribution would otherwise be payable.  If a Supplemental Plan 
          Agreement is timely executed all funds remaining in the EDP Account 
          will remain in the Plan until the Participant's death, disability, 
          retirement or termination of employment.  No Retired Participant 
          shall be eligible to enter into a Supplemental Plan Agreement under 
          this provision.

4.3       Hardship Withdrawals

          A Participant may make a "Hardship" withdrawal of his EDP Account 
          balance only if: (1) the withdrawal is on account of an immediate 
          and heavy financial need of the Participant; and (2) the withdrawal 
          does not exceed the amount necessary to satisfy the immediate and 
          heavy financial need.  Any request for a withdrawal in accordance 
          with this subsection 4.3 shall be in writing filed with the Commit
          tee in such form and at such time as the Committee may require.  A 
          Participant will be deemed to have a Hardship if he has an immediate 
          and heavy financial need and if such withdrawal is for the purpose 
          of: (1) medical expenses of the Participant, his spouse or a depen
          dent, (2) the purchase of a Participant's principal residence; (3) 
          the post-secondary tuition (for a period following the date of the 
          hardship request) of the Participant, his spouse or a dependent; or 
          (4) the prevention of the eviction from or the foreclosure on a 
          Participant's principal residence.  A distribution will be deemed 
          not to exceed the amount necessary to meet the Participant's immedi
          ate and heavy financial need if: (a) the amount of withdrawal under 
          this paragraph 4.3 does not exceed the amount necessary to satisfy 
          his immediate and heavy financial need; (b) he has received all 
          distributions and taken all loans under any tax-qualified plan of 
          the Company; (c) his ability to make contributions to any salary 
          deferral plan, qualified or nonqualified, is suspended for a period 
          of 12 months following a withdrawal under this paragraph 4.3; and 
          (d) the maximum amount of contributions the Participant may make to 
          any salary deferral plan, qualified or nonqualified, for the Plan 
          Year next following the Plan Year in which a Hardship withdrawal, 
          pursuant to this paragraph 4.3 is made, is reduced by the amount of 
          contributions, if any, the Participant made during the Plan Year in 
          which such a withdrawal was made.


                                   Article 5

                              Retirement Benefit

5.1       Retirement Benefit

          A Participant who Retires shall become eligible to receive, in 
          accordance with this Article 5, Retirement benefits on the Partici
          pant's Retirement Benefit Date.  Unless a Post-Retirement Plan 
          Agreement provides otherwise, the Retirement Benefit Date of a 
          Participant who Retires shall be the first day of the month follow
          ing his Retirement.  Retirement benefits may be in the form of a 
          lump sum or an amount per month based on his EDP Account as of the 
          Participant's Retirement Benefit Date.

5.2       Rate of Interest for Retirement Benefits.  The interest on the EDP 
          Account will be based on a fixed rate which is an average of the 
          annual Moody's Seasoned Corporate Bond Rate for a five (5) year 
          period consisting of the Plan Year in which the Participant's 
          Retirement Benefit Date occurs and the four (4) immediately preced
          ing Plan Years with an additional 5% interest credited to the fixed 
          rate.

5.3       Form and Commencement of Retirement Benefits

          Thirty (30) days before his Retirement the Participant must inform 
          the Committee in writing of the form in which his Retirement bene
          fits are to be paid, either in a lump sum or in equal monthly 
          payments.  If no election is timely made, the Plan will pay benefits 
          in equal monthly installments.  Unless otherwise provided pursuant 
          to a Post-Retirement Plan Agreement, Retirement benefits, if a lump 
          sum form of payment is selected, shall be paid on the first day of 
          the month following the Participant's Retirement.  If the Partici
          pant elects the monthly installment form of payment, his Retirement 
          benefits shall commence on the first day of the month following the 
          Retirement of the Participant and shall be paid over a period up to 
          120 months or a 180 or 240 month period, in equal monthly 
          installments.  Thirty (30) days before his Retirement, the 
          Participant must inform the Committee in writing of the benefit 
          payment period over which his monthly benefits are to be paid.  If 
          no election is timely made, the Plan will pay benefits over 240 
          months.

5.4       Post-Retirement Plan Agreements

          A Participant may enter into a Post-Retirement Plan Agreement 
          whereby the Participant and the Employer agree to a deferral to a 
          date certain of the payment of the Retirement benefits that would 
          otherwise be paid under Section 5.3, the form in which the benefits 
          are to be paid and/or, if a monthly installment form has been 
          selected, the time period over which such benefits are to be paid.  
          The Post-Retirement Plan Agreement must be executed by the Partici
          pant in writing in a form acceptable to the Committee and delivered 
          to the Committee at least thirty (30) days prior to the 
          Participant's Retirement.  Retirement benefits which are deferred by 
          reason of a Post-Retirement Plan Agreement shall be paid to the 
          Participant in the form and on the date certain as selected by the 
          Participant.  No Participant may defer the payment of his Retirement 
          benefits to a date beyond the later of (1) ten (10) years following 
          the Participant's commencement of Plan participation, (2) 
          Retirement, or (3) age 65 (age 72 in the case of a Participant who 
          was a Director on August 20, 1993).

5.5       Amount of Retirement Benefit

          A Participant's Retirement benefits shall be equal to the balance of 
          his EDP Account as of his Retirement Benefit Date, except that the 
          amount payable from the Participant's Secondary Account Balance 
          shall be reduced, as appropriate, in accordance with the vesting 
          schedule set forth in Section 8.3 and fixed as of the date that a 
          lump sum payment is made or that monthly payments commence (the 
          Retirement Benefit Date).

5.6       Death Prior to Completion of Retirement Benefits

          If a Retired Participant who has elected the monthly installment 
          form of payment dies after the commencement of Retirement benefit 
          payments but before the applicable Retirement benefit is paid in 
          full, the Participant's unpaid Retirement benefit payments shall 
          continue and be paid to that Participant's Beneficiary in the same 
          manner as selected by the Participant.  If a Retired Participant 
          dies prior to the payment of Retirement benefits, his Beneficiary 
          shall be paid benefits in a lump sum on the first day of the month 
          following the death of the Participant, unless the Participant had 
          retired on or before January 1, 1995, in which case the benefit will 
          be paid over a 240 month period.  The aggregate benefits to be paid 
          to the Participant's Beneficiary will be in an amount equal to the 
          balance of the Participant's EDP Account as of the date of the 
          Participant's death.  Notwithstanding the foregoing, the Committee 
          may, in its sole and absolute discretion, select a later commence
          ment date or an alternate payment period not to exceed 120 months 
          for the payment of benefits under this Section to any Beneficiary.


                                   Article 6

                                 Rollover ESPP

6.1       Participants Eligible for ESPP Rollover.  A Participant who had 
          participated in the Executive Salary Protection Plan ("ESPP") shall 
          be entitled to a Rollover ESPP only if such Participant is age 55 or 
          older as of December 1, 1985.  Each Participant who is eligible for 
          a Rollover ESPP will be credited with such amount in his EDP Ac
          count.  Individual Rollover ESPP amounts, if any, will be reported 
          on the Participant's Plan Agreement.

6.2       ESPP Vesting Credit.  All Participants who had participated in the 
          ESPP shall be credited with three additional years of Plan 
          participation for purposes of the vesting schedule set forth in 
          Section 8.3 but for no other purpose under the Plan.  The vesting 
          years so credited shall be in addition to actual years (and 
          fractional years) of actual participation in the ESPP.  A 
          Participant's Rollover ESPP will at all times remain fully vested.  
          For example, a Participant with four and one-half years in the ESPP 
          will initially be 70% vested in his Secondary Account Balance (4 1/2 
          years + 3 years = 7 1/2 years = 70% vested).

                                       
                                   Article 7

                               Survivor Benefits

7.1       Pre-Retirement Survivor Benefit.  If a Participant dies before 
          Retirement, the Employer will pay a Survivor's Benefit to the 
          designated Beneficiary of the Participant.

7.2       Amount of Survivor Benefits.  The Beneficiary eligible for a Survi
          vor Benefit will receive in a lump sum as soon as practicable the 
          greater of:

          a.   The existing EDP Account balance, or

          b.   Ten (10) times the sum of:

               i.   the greatest Deferral Amount committed in one Plan Year by 
                    the Participant, except that only one-quarter (1/4) of any 
                    Special Deferral Amount shall be considered for this 
                    purpose, and

               ii.  the Company Contributions made for that Plan Year,

          provided, however, that if a Participant failed to meet the eligi
          bility requirement set forth in Section 7.3(b), the Beneficiary of 
          that Participant shall be limited to the Survivor Benefit set forth 
          in paragraph (a) of this Section 7.2.

7.3       Eligibility Requirements For Survivor Benefit.  The obligation of 
          the Employer to pay the Survivor Benefit to any Beneficiary shall 
          exist only if:

          a.   at the time of death, the Participant was employed by the 
               Employer, on an authorized leave of absence, or absent from 
               employment due to Disability;

          b.   all amounts committed for deferral under the Plan were actually 
               deferred;


          c.   the Participant's death was determined not to be from a bodily 
               or mental cause or causes, the information about which was 
               withheld, or knowingly concealed, or falsely provided by the 
               Participant, when requested by the Employer to furnish evidence 
               of good health;

          d.   proof of death in such form as determined acceptable by the 
               Committee is furnished.

7.4       Restriction in the Event of Suicide.  In the event of a Partici
          pant's suicide, the amount of the Survivor Benefit which the Employ
          er shall be obligated to pay shall be limited to benefits granted 
          more than two years prior to the date of such suicide.


                                   Article 8

                              Termination Benefit

8.1       Termination Benefits.  If the Participant incurs a Termination of 
          Employment prior to age 55 by means other than death or Disability, 
          such Participant will be eligible to receive a Termination Benefit 
          as set forth in this Article 8.

8.2       Termination Prior to 7 Years of Plan Participation and Prior to Age 
          55.  A participant who incurs a Termination of Employment before 
          completing 7 years of Plan participation, and prior to attaining age 
          55, shall be entitled to receive in a lump sum that portion of his 
          EDP Account attributable to his Deferral Amount, his Rollover ESPP 
          Benefit, if any, his Company Contributions, if any, and interest 
          credited at Moody's.  Such amount shall be paid to the Participant 
          within 90 days of the date of his Termination of Employment.

8.3       Termination after 7 Years of Plan Participation and Prior to Age 55.  
          A participant who incurs a Termination of Employment after complet
          ing 7 years of Plan participation, and prior to attaining age 55, 
          shall receive, to the extent not otherwise distributed pursuant to 
          Article 4, a distribution of his EDP Account, including that vested 
          portion attributable to interest credited in excess of Moody's and 
          any accumulation thereon, in a lump sum within 90 days of the date 
          of his Termination of Employment.  The vested portion of such 
          Participant's Secondary Account Balance shall be determined upon his 
          Termination of Employment in accordance with the following schedule:

                                                        Percentage of
               Years of Plan                              Secondary
               Participation                           Account Balance

          Less than 7 years                                   0%
          7 but less than 8 years                            70%
          8 but less than 9 years                            80%
          9 but less than 10 years                           90%
          10 or more years                                  100%


<PAGE>
                                   Article 9

                              Disability Benefit

9.1       Amount of Disability Benefit.  If the Committee determines that a 
          Participant has a Disability, the Participant shall be eligible to 
          receive an annual Disability Benefit in an amount equal to one and 
          one-half (1.5) times the greatest Deferral Amount committed under 
          the Plan in any Plan Year prior to or coincident with the date in 
          which benefits commence under the Sick Pay Plan of the Company, 
          except that only one quarter (1/4) of any Special Deferral Amount 
          shall be considered for this purpose.

9.2       Commencement and Termination of Disability Benefits.  Disability 
          Benefits will be paid to a Participant who has a Disability commenc
          ing on the date immediately following the expiration of benefits to 
          that Participant under the Sick Pay Plan of the Company.  The 
          Disability Benefits of a Participant shall continue until the 
          earliest of:

          (a)  the date of the death of the Participant;

          (b)  the date as of which the Participant ceases to be classified as 
               having a Disability; or

          (c)  the date the Participant attains age 65.

9.3       Maximum Age for Disability Benefits.  In order to be eligible to 
          receive a Disability Benefit upon Disability as set forth in this 
          Article 9, a Participant must first enter into a Plan Agreement 
          prior to attaining age 60.


                                  Article 10

                            Beneficiary Designation
                                                  
10.1      Beneficiary Designation.  Each Participant shall have the right, at 
          any time, to designate any person or persons as his Beneficiary or 
          Beneficiaries (both principal as well as contingent).

10.2      Change of Beneficiary Designation.  Any Beneficiary designation may 
          be changed by a Participant at any time by the filing in writing of 
          such change on a form prescribed by the Committee.  The filing of a 
          new Beneficiary designation form will cancel all Beneficiary desig
          nations previously filed.  The Committee shall be entitled to rely 
          on the last designation filed by the Participant prior to his death.

10.3      No Participant Designation.  If a Participant fails to designate a 
          Beneficiary as provided above, or if all designated Beneficiaries 
          predecease the Participant or die prior to complete distribution of 
          the Participant's benefits, then the Participant's designated 
          Beneficiary shall be deemed to be the surviving spouse.  If the 
          Participant has no surviving spouse, the benefits remaining under 
          the Plan shall be payable to the Participant's personal representa
          tive (executor or administrator of the Participant's estate).

10.4      Effect of Payment.  The payment of benefits under the Plan to the 
          deemed Beneficiary shall completely discharge the Employer's obliga
          tions under this Plan.


                                  Article 11

                               Leave of Absence

11.1      Paid Leave of Absence.  If a Participant is authorized by the 
          Company for any reason to take a paid leave of absence from the 
          employment of the Company, the deferral commitments for the Deferral 
          Period shall remain in full force and effect during such leave of 
          absence.

11.2      Unpaid Leave of Absence.  If a Participant is authorized by the 
          Company for any reason to take an unpaid leave of absence from the 
          employment of the Company, the deferral commitments shall be sus
          pended and shall be considered a default pursuant to Section 3.7.


                                  Article 12

                         Other Benefits and Agreements

12.1      Coordination With Other Benefits.  The benefits provided for a 
          Participant or for the Beneficiary of a Participant under the Plan 
          are in addition to any other benefits to which the Participant or 
          Beneficiary may be entitled under any other plan or program of the 
          Employer.  This Plan shall supplement and shall not supersede, 
          modify or amend any other such plan or program except as may other
          wise be expressly provided.

12.2      Restoration of Pension Benefits.  The Company recognizes that 
          amounts deferred under the Plan may not be considered as earnings 
          for purposes of the computation of benefits under qualified plans 
          under the Employee Retirement Income Security Act of 1974, as 
          amended, and the Internal Revenue Code of 1954, as amended.  There
          fore, any loss of retirement benefits incurred by a Participant 
          under the Pension Plan for Management, Office & Technical Employees 
          of Central Illinois Light Company, as may be amended and restated 
          from time to time (the "Pension Plan"), which result from the 
          deferrals made under the Plan by the Participant, shall be restored 
          by the Company upon the Retirement of a Participant or upon the 
          Termination of Employment of a Participant prior to Retirement.  
          Such pension restoration benefit payments may be paid from this Plan 
          or, in the sole discretion of the Committee, may be paid through an 
          alternate vehicle.  Such pension restoration benefits shall be in an 
          amount designed to restore the benefits, if any, that were lost 
          under the Pension Plan due to the deferral under this Plan, and  the 
          timing and other characteristics of the pension restoration benefit 
          payments shall coincide as closely as practicable to benefit pay
          ments which would otherwise have been made under the Pension Plan. 


                                  Article 13

                   Discontinuance, Amendment or Termination

13.1      Discontinuance.  The Company reserves the right to discontinue the 
          Plan at any time.  Upon discontinuance of the Plan, the Partici
          pants' EDP Accounts shall be paid out according to the schedules set 
          forth in Articles 5 and 8, as applicable.  The discontinuance of the 
          Plan shall not adversely affect any Participant or Beneficiary who 
          has become entitled to the payment of benefits under the Plan.

13.2      Amendment.  The Company may, at any time, amend or modify the Plan 
          in whole or in part, provided, however, that no amendment or modifi
          cation shall adversely affect any EDP Account in existence at the 
          time the amendment or modification is made.  The amendment or 
          modification of the Plan shall not affect any Participant or Benefi
          ciary who has become entitled to the payment of benefits under the 
          Plan as of the date of the amendment or modification.

13.3      Termination.  The Company reserves the right, in the event of a 
          hostile or non-negotiated takeover or acquisition of the Company, or 
          upon a final decision of any court or administrative agency pertain
          ing to the income tax treatment of Plan benefits or deductions to 
          the Company or a Participant which is deemed adverse by the Company, 
          to terminate the Plan and to distribute the present value of the 
          Participants' estimated future EDP Accounts, as determined by the 
          Company, to them as soon as practicable thereafter.


                                  Article 14

                                 Miscellaneous

14.1      Unsecured General Creditor.  Participants and their Beneficiaries, 
          heirs, successors and assigns shall have no legal or equitable 
          rights, interest or claims in any property or assets of Employer, 
          nor shall they be Beneficiaries of, or have any rights, claims or 
          interests in any life insurance policies, annuity contracts or the 
          proceeds therefrom owned or which may be acquired by the Employer 
          ("Policies").  Such Policies or other assets of the Employer shall 
          not be held under any trust for the benefit of Participants, their 
          Beneficiaries, heirs, successors or assigns, or held in any way as 
          collateral security for the fulfilling of the obligations of the 
          Employer under this Plan.  Any and all of the Employer's assets and 
          Policies shall be, and remain, the general assets of the Employer.  
          The Employer's obligation under the Plan shall be merely that of an 
          unfunded and unsecured promise of the Employer to pay money in the 
          future.

14.2      Nonassignability.  Neither a Participant nor any other person shall 
          have any right to commute, sell, assign, transfer, pledge, antici
          pate, mortgage or otherwise encumber, transfer, hypothecate or 
          convey in advance of actual receipt, the amounts, if any, payable 
          hereunder, or any part thereof, which are, and all rights to which 
          are, expressly declared to be unassignable and nontransferable.  No 
          part of the amounts payable shall, prior to actual payment, be 
          subject to seizure or sequestration for the payment of any debts, 
          judgments, alimony or separate maintenance owed by Participant or 
          any other person, nor be transferable by operation of law in the 
          event of a Participant's or any other person's bankruptcy or insol
          vency.

14.3      Not a Contract of Employment.  The terms and conditions of this Plan 
          shall not be deemed to constitute a contract of employment between 
          the Employer and the Participant, and the Participant (or his 
          Beneficiary) shall have no rights against the Employer except as may 
          otherwise be specifically provided herein.  Moreover, nothing in 
          this Plan shall be deemed to give a Participant the right to be 
          retained in the service of the Employer or to interfere with the 
          right of the Employer to discipline or discharge him at any time. 

14.4      Protective Provisions.  A Participant will cooperate with the 
          Employer by furnishing any and all information requested by the 
          Employer in order to facilitate the payment of benefits hereunder 
          and by taking such physical examinations as the Employer may deem 
          necessary and taking such other action as may be requested by the 
          Employer.

14.5      Terms.  Whenever any words are used herein in the masculine, they 
          shall be construed as though they were used in the feminine in all 
          cases where they would so apply; and whenever any words are used 
          herein in the singular or in the plural, they shall be construed as 
          though they were used in the plural or the singular, as the case may 
          be, in all cases where they would so apply.

14.6      Captions.  The captions of the articles, sections and paragraphs of 
          this Plan are for convenience only and shall not control or affect 
          the meaning or construction of any of its provisions.

14.7      Governing Law.  The provisions of this Plan shall be construed and 
          interpreted according to the laws of the State of Illinois.

14.8      Validity.  In case any provision of this Plan shall be illegal or 
          invalid for any reason, said illegality or invalidity shall not 
          affect the remaining parts hereof, but this Plan shall be construed 
          and enforced as if such illegal and invalid provision had never been 
          inserted herein.

14.9      Notice.  Any notice or filing required or permitted to be given to 
          the Committee under this Plan shall be sufficient if in writing and 
          hand-delivered, or sent by registered or certified mail, to

                        Central Illinois Light Company
                        Executive Deferral Plan
                        Administrative Committee
                        300 Liberty Street
                        Peoria, Illinois  61602

          Such notice 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.

14.10     Successors.  The provisions of this Plan shall bind and inure to the 
          benefit of the Employer and its successors and assigns.  The term 
          successors as used herein shall include any corporate or other 
          business entity which shall, whether by merger, consolidation, 
          purchase or otherwise acquire all or substantially all of the 
          business and assets of the Employer, and successors of any such 
          corporation or other business entity.

14.11     Hostile Takeover.  In the event of a hostile or non-negotiated 
          takeover or acquisition of an Employer by another corporation or 
          entity, the benefits to all persons under the Plan may become fully 
          vested at the option of the Employer prior to such takeover or 
          acquisition.

14.12     Attorney Fees.  In the event that the Company breaches any of the 
          terms of the Plan and it is necessary for a Participant to institute 
          court proceedings to enforce the Plan provisions, the Participant, 
          upon prevailing, shall also recover reasonable attorney's fees and 
          costs as damages from the Company.

14.13     Late Payment Penalty.  In the event that the Company fails or 
          refuses to make any of the payments to a Participant or a Beneficia
          ry required by the Plan, after the Participant or Beneficiary has 
          advised the Company in writing of such failure or refusal and has 
          given the Company thirty (30) days to make such payment, the Company 
          shall pay interest to the Participant or Beneficiary on the amount 
          of the late payment at the rate of two times Moody's, plus 10%, from 
          the date such payment was due until the date such payment is made by 
          the Company.

14.14     Incompetent.  In the event that it shall be found upon evidence 
          satisfactory to the Committee that any Participant or Beneficiary to 
          whom a benefit is payable under this Plan is unable to care for his 
          affairs because of illness or accident, any payment due (unless 
          prior claim therefor shall have been made by a duly authorized 
          guardian or other legal representative) may be paid, upon appropri
          ate indemnification of the Committee, to the spouse of such person 
          or other person deemed by the Committee to have incurred expense for 
          
          such Participant.  Any such payment shall be a payment for the 
          account of the Participant and shall be a complete discharge of any 
          liability of the Plan for such payment amount.


                                  Article 15

                                Administration

15.1      Committee Duties.  This Plan shall be administered by a Committee 
          which shall consist of persons appointed by the Board of Directors 
          of the Company.  Members of the Committee may be Participants under 
          this Plan.  The Committee shall also have the authority to make, 
          amend, interpret, and enforce all appropriate rules and regulations 
          for the administration of this Plan and decide or resolve any and 
          all questions including interpretations of this Plan, as may arise 
          in connection with the Plan.

15.2      Agents.  In the administration of this Plan, the Committee may, from 
          time to time, employ agents and delegate to them such administrative 
          duties as it sees fit and may from time to time consult with counsel 
          who may be counsel to the Employer.

15.3      Binding Effect of Decision.  The decision or action of the Committee 
          with respect to any question arising out of or in connection with 
          the administration, interpretation and application of the Plan and 
          the rules and regulations promulgated hereunder shall be final and 
          conclusive and binding upon all persons having any interest in the 
          Plan.

15.4      Indemnity of Committee.  The Employer shall indemnify and hold 
          harmless the members of the Committee against any and all claims, 
          loss, damage, expense or liability arising from any action or 
          failure to act with respect to this Plan, except in the case of 
          willful misconduct by the Committee or any of its members.

15.5      Employer Information.  To enable the Committee to perform its 
          functions, the Employer shall supply full and timely information to 
          the Committee on all matters relating to the Covered Salary of all 
          Participants, the date and circumstances of the Retirement, Disabil
          ity, death or Termination of Employment of all Participants, and 
          such other pertinent information as the Committee may reasonably 
          require.

15.6      Change in Payments.  The Committee shall have the power, in its sole 
          discretion, to change the manner and time of payments to be made to 
          a Participant or Beneficiary from that which would be otherwise 
          payable to such person.