CENTRAL ILLINOIS LIGHT COMPANY


              RESTRUCTURED EXECUTIVE DEFERRAL PLAN





                        August 15, 1999




ARTICLE 1 -                                           DEFINITIONS     1
ARTICLE 2 -                                           ELIGIBILITY     3
ARTICLE 3 -                                        BASIC ACCOUNTS     3
ARTICLE 4 -                                  WRAP-AROUND ACCOUNTS     3
ARTICLE 5 -                            TIMING AND FORM OF PAYMENT     4
ARTICLE 6 -                               BENEFICIARY DESIGNATION     5
ARTICLE 7 -              DISCONTINUANCE, AMENDMENT OR TERMINATION     6
ARTICLE 8 -                                         MISCELLANEOUS     7
ARTICLE 9 -                                        ADMINISTRATION     9


              RESTRUCTURED EXECUTIVE DEFERRAL PLAN

                               OF

                 CENTRAL ILLINOIS LIGHT COMPANY


                            History

     Pursuant to the Executive Deferral Plan of Central Illinois
Light Company as established December 1, 1985 (the "EDP"),
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) were allowed to defer receipt of a portion of their
salary.  Effective June 15, 1994, participation in the EDP was
frozen and salary deferrals ceased.  However, the EDP accounts of
participants continue to be maintained under the EDP, growing
with interest credits, to be paid to participants as they
terminate employment, retire or otherwise become entitled to a
distribution under the EDP's provisions.  Effective August 2,
1999, EDP participants have been given an opportunity to elect to
have their EDP benefits transferred to this plan, the
Restructured Executive Deferral Plan of Central Illinois Light
Company  (the "Plan").  The names and social security numbers of
those EDP participants who have elected to transfer to the Plan
(the "Participants") are listed in Schedule I attached hereto.
Effective August 15, 1999, Participants' EDP accounts shall cease
to be governed by the provisions of the EDP and shall instead be
governed, for all purposes, by the provisions of this Plan.


                    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  "Account" shall mean a Participant's entire interest under
     the Plan which shall consist of the Participant's Basic
     Account and, if applicable, the Participant's Wrap-Around
     Account.

1.2  "Applicable Interest Rate" means (a) effective January 1,
     2000, with respect to a Plan Year, the average annual yield on 30-
     year Treasury securities for the month immediately preceding the
     first month of such Plan Year, and (b) prior to January 1, 2000,
     with respect to each Plan Year, the interest rate that would be
     used by the Pension Benefit Guaranty Corporation for determining
     lump-sum distributions for plan terminations as of the first day
     of the Plan Year.

1.3        "Basic Account" shall mean a Participant's Initial
     Basic Account as specified in Schedule I increased by
     interest credits and otherwise adjusted as provided in
     Article 3.  A Basic Account shall be maintained for each
     Participant.  A Participant's Basic 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 Basic Account shall
     not constitute or be treated as a trust fund.

1.4  "Beneficiary" shall mean the person or persons, or the
     entity designated 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.

1.5  "Committee" shall mean the administrative committee
     appointed to manage and administer the Plan in accordance
     with its provisions pursuant to Article 9.

1.6  "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, as amended, and all successor
     companies thereto.

1.7  "Employer" shall mean the Company.

1.8  "Moody's Rate" shall mean the Moody's Seasoned Corporate
     Bond Rate, which is an arithmetic average of yields of
     representative bonds:  industrials, public utilities, Aaa,
     Aa, A, and Baa, increased by five percentage points.  The
     Moody's Rate for the Plan Year beginning August 15, 1999
     shall be the Moody's Seasoned Corporate Bond Rate as
     published in September 1998 increased by five percentage
     points.  The Moody's Rate for the Plan Year beginning
     January 1, 2000 and each subsequent Plan Year shall be the
     Moody's Seasoned Corporate Bond Rate published in the
     November preceding the beginning of such Plan Year
     increased by five percentage points.

1.9  "MOT Plan" shall mean the Pension Plan for Management,
     Office and Technical Employees of Central Illinois Light Company.

1.10 "Participant" shall mean each individual listed in Schedule
  I.

1.11 "Plan" shall mean the Restructured Executive Deferral Plan
     as evidenced by this instrument.

1.12 "Plan Anniversary Date" shall mean the last day of the Plan
     Year.

1.13 "Plan Year" shall mean (a) the period beginning August 15,
     1999 and ending December 31, 1999, (b) calendar year 2000
     and (c) each calendar year thereafter until all Plan
     obligations have been satisfied.

1.14 "Termination Date" shall mean the date a Participant ceases
     employment with the Company, voluntarily or involuntarily, for
     any reason including retirement, disability, death, resignation
     or discharge.
1.15 "Trustee" shall mean the trustee of a grantor ("rabbi")
trust established by the Company to whom the Company has
delegated the responsibility for Plan administration in
accordance with Article 9.

1.16 "Wrap-Around Account" shall mean a Participant's Initial
     Wrap-Around Account, if any, as specified in Schedule II
     increased by interest credits as provided in Article 4.  A
     Participant's Wrap-Around Account shall be utilized solely
     as a device for the measurement and determination of the
     amounts to be paid to the Participant pursuant to this
     Plan.  A Participant's Wrap-Around Account shall not
     constitute or be treated as a trust fund.

                     Article 2 - Eligibility


As a condition of participation, each Participant shall complete,
execute and return to the Committee, prior to August 15, 1999, an
affirmative election (in the form attached hereto) to have his
EDP Account transferred to the Plan.

                    Article 3 - Basic Account

A Participant's Basic Account shall equal the Participant's
Initial Basic Account as stated in Schedule I increased each Plan
Anniversary Date on which the Participant remains employed by the
Company and on the Participant's Termination Date to reflect
simple interest based on the Applicable Interest Rate for the
Plan Year (or portion of the Plan Year preceding the
Participant's Termination Date).  Notwithstanding the foregoing,
prior to determining any interest accrual for the Plan Year that
includes the Participant's Termination Date, a Participant's
Basic Account shall be reduced (but not below zero) by the
Participant's Account Balance, if any, under Article XVIII of the
MOT Plan.  For this purpose, the Participant's Basic Account and
MOT Plan Account Balance shall be determined as of the first day
of the Plan Year that includes the Participant's Termination
Date.  If the Participant's Account Balance under the MOT Plan
equals or exceeds the Participant's Basic Account, the
Participant shall cease to have a Basic Account as of the
Participant's Termination Date and shall receive no further
interest credits thereafter.  If the Participant's Basic Account
exceeds the Participant's MOT Plan Account Balance, the
difference shall be credited with interest (at the Applicable
Interest Rate) for the period beginning on the first day of the
Plan Year that includes the Participant's Termination Date and
ending on the Participant's Termination Date.  Under such
circumstances, post-Termination Date interest credits shall be
determined as provided in Article 5.

                 Article 4 - Wrap-Around Account

A Participant's Wrap-Around Account shall equal the Participant's
Initial Wrap-Around Account as stated in Schedule II increased
each Plan Anniversary Date on which the Participant remains
employed by the Company and on the Participant's Termination Date
to reflect simple interest based on the Moody's Rate for the Plan
Year or portion of the Plan Year preceding the Participant's
Termination Date.


            Article 5 -   Timing and Form of Benefit


5.1  Termination Benefit

     Subject to the provisions of Section 5.3 below, a
     Participant may elect to receive or begin receiving payment
     of his Account as of the first day of any month following
     the month in which the Participant's Termination Date
     occurs.

5.2  Rate of Interest During Payment Period

     For the period beginning on the Participant's Termination
     Date and ending on either the date the Participant is to
     receive a lump sum payment of his Account or the date the
     last scheduled installment payment is to be made with
     respect to the Participant's Account (the "Payment
     Period"), the interest rate used for determining the amount
     of any distribution from the Participant's Wrap-Around
     Account shall 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 termination of employment occurs and the
     four (4) immediately preceding Plan Years with an
     additional five percentage points credited to such fixed
     rate.

     For the Payment Period, the interest rate used for
     determining the amount of any distribution from the
     Participant's Basic Account shall be based on the
     Applicable Interest Rate for the Plan Year in which the
     Participant's Termination Date occurs.

5.3  Form and Commencement of Benefits

     At least thirty (30) days before his Termination Date, the
     Participant must inform the Committee in writing of the
     form in which his Account is to be paid, either in a lump
     sum or in equal monthly installments over a specified
     period, and the date as of which such lump sum payment is
     to be made or as of which such monthly installments are to
     begin.  If no election is timely made, the Plan will pay
     benefits in 240 equal monthly installments beginning on the
     first day of the month following the month in which the
     Participant's Termination Date occurs.  In lieu of the 240
     installment form, the Participant may elect 180 equal
     monthly payments or may elect any number of equal monthly
     payments to be made over a period of up to 120 months,
     provided such election is filed with the Committee at least
     thirty days before the Participant's Termination Date.

     A Participant may elect to defer benefit commencement
     beyond his Termination Date to a date certain selected by
     the Participant.  The deferral election must be executed by
     the Participant in writing in a form acceptable to the
     Committee and delivered to the Committee at least thirty
     (30) days prior to the Participant's Termination Date.
     Plan benefits which are deferred by reason of a
     Participant's timely-filed deferral election 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 Plan benefits to a date beyond the latest of
     (1) ten years following the Participant's commencement of
     participation in the EDP, (2) the first day of the month
     following the month in which the Participant's Termination
     Date occurs, or (3) age 65.

5.4  Death Prior to Completion of Benefits

     If a Participant who has elected the monthly installment
     form of payment dies after the commencement of Plan benefit
     payments but before the applicable Plan benefit is paid in
     full, the Participant's unpaid Plan benefit payments shall
     continue and be paid to that Participant's Beneficiary in
     the same manner as selected by the Participant.  If a
     Participant dies prior to the commencement of Plan
     benefits, his Beneficiary shall be paid benefits in a lump
     sum on the first day of the month following the death of
     the Participant.  The aggregate benefits to be paid to the
     Participant's Beneficiary will be in an amount equal to the
     balance of the Participant's Account as of the date of the
     Participant's death.


              Article 6 -   Beneficiary Designation

6.1  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).

6.2  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
     designations previously filed.  The Committee shall be
     entitled to rely on the last designation filed by the
     Participant prior to his death.

6.3  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 representative
     (executor or administrator of the Participant's estate).

6.4  Effect of Payment

     The payment of benefits under the Plan to the deemed
     Beneficiary shall completely discharge the Employer's
     obligations under this Plan.


     Article 7 -   Discontinuance, Amendment or Termination

7.1  Discontinuance

     The Company reserves the right to discontinue the Plan at
     any time. Upon discontinuance of the Plan, the Partici
     pants' Accounts shall be paid out according to the
     provisions of Article 5.  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.

7.2  Amendment

     The Company may, at any time, amend or modify the Plan in
     whole or in part, provided, however, that no amendment or
     modification shall adversely affect any 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 Beneficiary who has become
     entitled to the payment of benefits under the Plan as of
     the date of the amendment or modification.

7.3  Termination

     The Company reserves the right to terminate the Plan and to
     distribute Participants'  Accounts to them as soon as
     practicable thereafter.  Notwithstanding the foregoing,
     upon Plan termination, each Participant who has a Wrap-
     Around Account balance shall receive an additional amount
     equal to the difference between the present value of  the
     stream of future payments the Participant would have
     received if the Plan had not been terminated (calculated as
     described below) and the amount credited to the
     Participant's Wrap-Around Account on the Plan's termination
     date.  For each such Participant who, as of the Plan's
     termination date, is no longer employed by the Company
     (i.e., has incurred a Termination Date), the present value
     calculation shall be based on the stream of future payments
     the Participant would have received pursuant to the
     Participant's distribution election (or default election)
     in effect on the Participant's Termination Date.  For any
     Participant with a Wrap-Around Account balance who is an
     active employee on the Plan's termination date, the present
     value calculation shall be based on the stream of future
     payments the Participant would have received if the
     Participant had terminated employment on the Plan's
     termination date with a valid distribution election in
     place providing for 240 installment payments to begin as of
     the latest of (1) ten years following the Participant's
     commencement of participation in the EDP, (2) the first day
     of the month following the Participant's deemed Termination
     Date, or (3) age 65.




                   Article 8 -   Miscellaneous

8.1  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.  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.

8.2  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 insolvency.

8.3  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.

8.4  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.

8.5  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.

8.6  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.

8.7  Governing Law

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

8.8  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.

8.9  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
              Restructured 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.

8.10 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 corpo
     rate 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.

8.11 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.

8.12 Late Payment Penalty

     In the event that the Company fails or refuses to make any
     of the payments to a Participant or a Beneficiary 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 the Moody's Rate from the date such
     payment was due until the date such payment is made by the
     Company.

8.13 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 appropriate
     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 9 -   Administration

9.1  Administrator Duties

     This Plan shall be administered by either (1) a Committee
     which shall consist of persons appointed by the Board of
     Directors of the Company or (2) an Independent Agent
     appointed by the Board of Directors of the Company.  The
     Independent Agent shall be a bank, not an affiliate of the
     Company, having a market capitalization exceeding
     $100,000,000.  The appointment of an Independent Agent
     shall be irrevocable and shall preclude further
     administration by a Committee provided, however, that upon
     resignation or removal of an Independent Agent, the Company
     shall appoint a successor Independent Agent who shall
     satisfy the foregoing qualifications.  Members of the
     Committee may be Participants under this Plan.  The
     Committee or the Independent Agent, as appropriate, (the
     "Administrator") 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.

9.2  Agents

     In the administration of this Plan, the Administrator 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 also be counsel to the
     Employer.  The relationship between the Company and the
     Trustee shall be set forth in the trust agreement by and
     between the parties.

9.3  Binding Effect of Decision

     The decision or action of the Administrator 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.

9.4  Indemnity of Administrator

     The Employer shall indemnify and hold harmless the members
     of the Committee or the Independent Agent, as appropriate,
     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 or the
     Independent Agent.

9.5  Employer Information

     To enable the Administrator to perform its functions, the
     Employer shall supply full and timely information to the
     Administrator on all matters relevant to Participants' Plan
     benefits and participation, including the date and
     circumstances of the retirement, disability, death or
     termination of employment of each Participant, and such
     other pertinent information as the Administrator may
     reasonably require.

9.6  Change in Payments

     The Administrator 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.