CENTRAL ILLINOIS LIGHT COMPANY
                    BENEFIT REPLACEMENT PLAN
                   (Effective January 1, 1991)



               Amended Effective November 12, 1998
                                
                 CENTRAL ILLINOIS LIGHT COMPANY

                    BENEFIT REPLACEMENT PLAN


              (Amended Effective November 12, 1998)


                        TABLE OF CONTENTS
                                
          Article I. Establishment and Construction

1.1       The Plan and its Effective Date                     1
1.2       Purpose                                             1
1.3       Application of the Plan                             1

          Article II. Definitions and Construction

2.1       Definitions                                         2
2.2       Gender and Number                                   6
2.3       Severability                                        6
2.4       Applicable Law                                      6

          Article III. Participation

3.1       Eligibility                                         7
3.2       Participation in the Plan                           7

          Article IV. Benefits

4.1       Benefits                                            8
4.2       Vesting                                             9
4.3       Timing and Form of Retirement Benefits              9
4.4       Death Benefits                                     10

          Article V. Financing

5.1       Unfunded Plan                                      12
5.2       Grantor Trust                                      12
5.3       Unsecured Interest                                 12
5.4       Nonalienation                                      12

          Article VI. Administration

6.1       Administration                                     13
6.2       No Enlargement of Employee Rights                  13
6.3       Appeals from Denial of Claim                       13
6.4       Notice of Address and Missing Persons              14
6.5       Data and Information for Benefits                  15
6.6       Indemnity for Liability                            15
6.7       Tax Liability                                      15



                 CENTRAL ILLINOIS LIGHT COMPANY

                    BENEFIT REPLACEMENT PLAN

                        TABLE OF CONTENTS
                                
                           (Continued)


     Article VII. Amendment and Termination
     
7.1  Amendment                                               17
7.2  Termination                                             17
7.3  Change in Control                                       17



     Article VIII. Participation in and Withdrawal
     from the Plan by an Employer


8.1  Participation in the Plan Withdrawal from the Plan      18
8.2  Withdrawal from the Plan                                19

                 CENTRAL ILLINOIS LIGHT COMPANY

                    BENEFIT REPLACEMENT PLAN
                                
              (Amended Effective November 12, 1998)

            Article I. Establishment and Construction

     1.1 The Plan and its Effective Date. The CENTRAL ILLINOIS
LIGHT COMPANY BENEFIT REPLACEMENT PLAN (the "Plan") is hereby
established by Central Illinois Light Company (the "Company")
effective January 1, 1991.

     1.2 Purpose. The purpose of the Plan is to provide each
Eligible Employee of the Employer with additional retirement
income that, when combined with retirement benefits payable from
the Pension Plan For Management, Office and Technical Employees
of Central Illinois Light Company ("MOT Plan"), will equal the
retirement benefit such Eligible Employee would have received if
he continued to accrue benefits under the MOT Plan through the
date of his actual retirement, but without regard to(a)the
limitations imposed under Code sections 415 and 401(a)(17), or
(b) the exclusion of amounts deferred under the Central Illinois
Light Company Executive Deferral Plan and the Central Illinois
Light Company Executive Deferral Plan II (collectively "EDP
Plans"), and the Central Illinois Light Company Deferred
Compensation Stock Plan from the definition of "Earnings" under
the MOT Plan.

     1.3 Application of the Plan. The provisions of this Plan are
applicable only to those Eligible Employees who, on or after
January 1, 1991, are either (a) in the active employ of the
Employer or (b) retired key management and executive staff who
are receiving or who are eligible to receive benefit payments
under the EDP Plans. Any other Eligible Employee who retired or
whose active employment relationship with the Employer was
terminated prior to January 1, 1991 shall not be covered under
this Plan.
     
     
     Article II. Definitions and Construction

     2.1 Definitions. The terms used in this Plan shall have the
same meaning set forth below, except as otherwise indicated
herein. The definition of any term in the singular shall also
include the plural.
     (a)  "Actuarial Equivalent" means a benefit having the same
          value as the benefit which it replaces, computed on the
          basis of the factors specified in the definition of
          "Actuarial Equivalent" in the MOT Plan.
     
     (b)  "Affiliate" means any subsidiary or affiliated or
          associated corporation of the Company that is an
          "Affiliate" within the meaning of that term in the MOT
          Plan.

     (c)  "Average Monthly Earnings" means "Average Monthly
          Earnings" as defined under the MOT Plan.

     (d)  "Change in Control" means the occurrence of any of the
          following:
          (1)  the sale or transfer of the business of the
               Company or a Unit of the company to a person or
               entity not controlled, directly or indirectly, by
               CILCORP, whether such sale of the business of the
               Company or a Unit of the company, as the case may
               be, is effected through the (A) sale, directly or
               indirectly, of the voting stock of the Company,
               (B)merger or consolidation of the company,
               (C)sale, lease, exchange, or transfer of all or
               substantially all of the assets of the company or
               of a Unit of the Company, or (D) a combination of
               the foregoing;

          (2)  a merger or consolidation of CILCORP with one or
               more corporations, as a result of which CILCORP is
               not the surviving corporation or pursuant to which
               substantially all shares of CILCORP's common stock
               are converted into cash, securities, or other
               property;
          
          (3)  the acquisition of beneficial ownership, directly or
               indirectly, of more than 30 percent of the voting power of the
               outstanding stock of CILCORP by any "Person" (as such term is
               used in Section 13(d) of the Securities Exchange Act of 1934, as
               amended, and as in effect on the date of adoption of the Plan)
               coupled with or followed by the failure of Continuing Directors
               to constitute a majority of the board of directors of CILCORP; or

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

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

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

     (f)  "Code" means the Internal Revenue Code of 1986, as
          amended.

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

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

     (i)  "Deferred Compensation Stock Plan" means the Central
          Illinois Light Company Deferred Compensation Stock
          Plan.

     (j)  "EDP Plans" means, individually or collectively (as the
          context requires), the Central Illinois Light Company
          Executive Deferral Plan and the Central Illinois Light
          Company Executive Deferral Plan II.

     (k)  "Effective Date" means January 1, 1991.

     (l)  "Eligible Employee" means--
           (1)  an employee of the Employer who is in a select
                group of management or highly compensated
                employees, participates in the MOT Plan, and has
                his benefits limited under the MOT Plan by:
                (A) the limits under Code section 415 or
                    401(a)(17); or
                (B) the "Earnings" definition which excludes
                    deferrals under the EDP Plans or the Deferred
                    Compensation Stock Plan;

               and is designated as an Eligible Employee by the
               Employer's board of directors;

           (2)  any retired key management and executive employee
                of the Employer who, as of the Effective Date, is
                receiving or is eligible to receive benefit
                payments under the EDP Plans; and

                (3)  any other highly compensated, key employee
                of the Employer's management staff who may be
                designated, from time to time, by the Employer's
                board of directors.

     (m)  "Employer" means the Company and any Affiliate that,
          with the consent of the Company, has adopted the MOT
          Plan and this Plan for the benefit of its Eligible
          Employees.

          (n)  "Grantor Trust Agreement" means an agreement
          establishing a grantor trust referred to in section
          5.2.

          (o)  "MOT Plan" means the Pension Plan for Management,
          Office and Technical Employees of Central Illinois
          Light Company.

          (p)  "Participant" means an Eligible Employee of the
          Employer who meets the participation requirements set
          forth in section 3.1.

          (q)  "Plan" means the Central Illinois Light Company
          Benefit Replacement Plan.

          (r)  "Plan Year" means the calendar year.

          (s)  "Service" means "Service" as defined under the MOT
          Plan.

          (t)  "Trustee" means the trustee or trustees of a
          Grantor Trust.

          (u)  "Unit of the Company" means an organizational
          department of the Company as may be so designated from
          time to time on the official organizational chart of
          the Company.

     2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender shall include the
feminine and neuter genders; the plural shall include the
singular and the singular shall include the plural.

2.3 Severability. In the event any provision of the Plan
shall be held invalid or illegal for any reason, any illegality
or invalidity shall not affect the remaining parts of the Plan,
but the Plan shall be construed and enforced as if the illegal or
invalid provision had never been inserted, and the Company shall
have the privilege and opportunity to correct and remedy such
questions of illegality or invalidity by amendment as provided in
the Plan.
2.4 Applicable Law. The Plan shall be governed and construed
in accordance with the laws of the State of Illinois to the
extent not superseded by the laws of the United States.

                   Article III. Participation

     3.1 Eligibility. An Eligible Employee of the Employer
shall become a Participant if benefits under the MOT Plan are
limited, on or after the Effective Date, due to any of the
following limitations:

     (a)  Limit on Compensation under Code Section 401(a)(17).
          The Eligible Employee's benefits under the MOT Plan are
          limited to ensure compliance with Code section
          401(a)(17).

     (b)  Limit on Accruals under Code Section 415. The Eligible
          Employee's benefits under the MOT Plan are limited to
          ensure compliance with Code section 415.

     (c)  Limit on "Earnings" Considered under the MOT Plan. The
          Eligible Employee's Average Monthly Earnings under the
          MOT Plan are limited because (1) the Eligible Employee
          participates in the MOT Plan and in the EDP Plans or
          the Deferred Compensation Stock Plan, and (2)
          "Earnings" under the MOT Plan formula is defined to
          exclude deferrals made under the EDP Plans or the
          Deferred Compensation Stock Plan, thus reducing Average
          Monthly Earnings.

     3.2  Participation in the Plan. An Eligible  Employee  shall
become a Participant as of the later of--

     (a) the first day as of which it is determined that his
          benefit under the MOT Plan, which would be payable at
          or after the earliest date on which he could receive a
          retirement benefit under the MOT Plan, is limited by
          the limitations described in section 3.1; or

(b) the Effective Date.

                      Article IV. Benefits

     4.1 Benefits. When a Participant's benefits under the MOT
Plan are limited in accordance with the limits described in
section 3.1(a),(b), or (c) for Plan Years beginning on or after
January 1, 1991, this Plan shall provide a benefit determined as
follows:
     
     (a)  General Rule. This Plan shall provide a benefit equal
          to the excess of (1) over (2) below:

          (1)  The benefit which, but for the limitations
               described in section 3.1(a), (b), or (c) of this
               Plan, would have been provided under the MOT Plan,
               calculated as of the determination date and
               payable at the time and in the form payable
               pursuant to section 4.3.
          
          (2)  The benefit which has actually been provided under
               the MOT Plan, calculated as of the determination
               date, and expressed as a benefit payable at the
               time and in the form payable pursuant to section
               4.3.

     (b)  Exception. Notwithstanding the foregoing, if payment of
          the Participant's benefit under the MOT Plan
          commences prior to the date his benefit under this Plan
          is made or commences, this Plan shall provide a benefit
          equal to the sum of (1) and (2) below:
          
           (1) The amount determined as described in (a) above as
               if the Participant had elected, pursuant to
               section 4.3 of this Plan, the same benefit
               commencement date as he elected under the MOT Plan
               (the MOT Plan benefit commencement date).
           (2) An annuity which is payable at the time actually
               elected pursuant to section 4.3 (this Plan's
               benefit commencement date) and in the form elected
               pursuant to section 4.3 and which is the Actuarial
               Equivalent of the benefits which would have been
               paid under this Plan between the MOT Plan benefit
                         commencement date and this Plan's
               benefit commencement date, had the Participant
               elected, pursuant to section 4.3 of this Plan, to
               commence receiving benefits under this Plan on the
               MOT Plan benefit commencement date.

     4.2 Vesting. A Participant who completes at least five years
of Service for purposes of vesting under the MOT Plan shall
be fully vested in his benefit under this Plan. In addition, a
Participant who attains age 65 while employed by an Employer
shall be fully vested in his benefit under this Plan. Subject to
the special Service rules for rehired Participants, any other
Participant shall forfeit his benefit upon termination of
employment with the Employer.
     
     4.3 Timing and Form of Retirement Benefits. No payments
shall be made to a Participant under this Plan prior to the
Participant's termination of employment with the Company and all
Affiliates. After such termination of employment, benefits under
section 4.1 shall become payable, at the Participant's election,
in one of the forms available to the Participant under the MOT
Plan, equal to the Actuarial Equivalent of his benefit under this
Plan; provided, however, that upon becoming a Participant (or as
soon as practicable after it is ascertained that he is a
Participant) he shall elect-

     (a)  the form in which his benefits under this Plan will be
          paid if he is married on the date as of which such
          benefits become payable; and

     (b)  the form in which his benefits under this Plan will be
          paid if he is unmarried on the date as of which such
          benefits become payable.

For purposes of the preceding sentence-

      (1) If the Participant is married at the time he elects the
          form of payment under this Plan, the normal form of
          payment if he is married when his benefits under this
          Plan become payable shall be a joint and 100 percent
          spouse's annuity determined on the same basis as the
          annuity described in section 4.7(b) of the MOT Plan,
          and his spouse's consent, as described in section
          4.9(a) of the MOT Plan, shall be required for the
          Participant to reject such joint and 100 percent
          spouse's annuity;

     (2)  At the time he elects the form of payment under this
          Plan, the Participant shall elect the date as of which
          such payment will be made or commence, provided that
          (A) such date shall not be before the earliest date as
          of which the Participant can begin receiving benefit
          payments under the MOT Plan and (B) such payment will
          not commence before the Participant's employment with
          the Employer is terminated;

     (3)  Once the Participant has elected the timing of his
          benefit payments as described in this section 4.3, he
          shall not be permitted to change such election;

     (4)  Once the Participant has elected the form of his
          benefit payments as described in this section 4.3, he
          shall not be permitted to change such election,
          provided that if his final election on form of payment
          made pursuant to sections 4.7, 4.8, and 4.9 of the
          MOT Plan differs from his election on form of payment
          made pursuant to the preceding provisions of this
          section 4.3, his election pursuant to this section 4.3
          shall automatically be changed to match said final
          election under the MOT Plan; and
     
     (5)  Notwithstanding the preceding provisions of this
          section 4.3, no election will be available to any
          Participant who is a retired employee described in
          section 2.1(1)(2); instead, such Participant's benefits
          under this Plan shall be payable in the same form and
          at the same times as the benefits the Participant was
          receiving under the MOT Plan immediately prior to the
          Effective Date.

     4.4 Death Benefits. Upon the death of a Participant
(including a Participant who has suffered a Disability) before
payment of his benefits under this Plan has commenced, if the
Participant leaves a surviving spouse to whom he had been
continuously married for the one-year period ending on the date
of his death, this Plan shall provide a benefit to such spouse
equal to the excess of (a) over (b), where--

     (a)  is the monthly benefit which would have been payable
          for the life of the surviving spouse under section 4.6
          of the MOT Plan, but for the limitations described in
          section 3.1(a), (b), and (c) of this Plan; and
     
     (b)  is the monthly benefit actually payable for the life of
          the surviving spouse under section 4.6 of the MOT Plan.

Benefit payments under this section 4.4 shall commence as of the
earliest date on which the surviving spouse is entitled to
receive benefit payments under section 4.6 of the MOT Plan,
regardless of the date on which the spouse actually begins to
receive payments under said section 4.6. The amount of such
payments shall be adjusted for the timing of the payments, in
accordance with Article IV of the MOT Plan.


                      Article V. Financing

     5.1 Unfunded Plan. Except as otherwise provided pursuant
to section 5.2, the benefits under this Plan shall be paid in
cash out of the general assets of the Company.

     5.2 Grantor Trust. Notwithstanding section 5.1, the
Company and each other Employer may establish a trust for the
purpose of accumulating assets to assist it in fulfilling its
obligations under the Plan, provided that--
     
     (a)  such trust shall be a "grantor trust" with the result
          that the corpus and income of the trust be treated as
          assets and income of the Employer pursuant to sections
          671 through 679 of the Code; and

     (b)  the Plan shall be an "unfunded plan" within the meaning
          of that term under the Code and the Employee Retirement
          Income Security Act of 1974 as amended.

     5.3 Unsecured Interest. No Participant hereunder shall
have any interest whatsoever in any specific asset of the
Employer. To the extent that any person acquires a right to
receive payments under this Plan, such right shall be no greater
than the right of any unsecured general creditor of the Employer.

     5.4 Nonalienation. Except as otherwise provided by law, no
Participant entitled to receive benefits in accordance with the
provisions hereof shall have power to sell, assign, transfer,
pledge, or mortgage the benefits so payable to the Participant,
nor shall benefits be subject to levy, sale, seizure, attachment,
garnishment, or any other judicial process issued by or on behalf
of any creditor of a Participant.


                   Article VI. Administration

     6.1 Administration. The Company shall be responsible for
the administration of the Plan. The Company shall have all such
powers as may be necessary to carry out the provisions hereof and
may, from time to time, establish rules for the administration of
the Plan and the transaction of the Plan's business. The Company
shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the Plan
including, but not limited to, the determination of the eligi
bility for and the amount of any benefit payable under the Plan.
The Company shall have the exclusive right to interpret the terms
and provisions of the Plan and to determine any and all questions
arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or
resolve possible ambiguities, inconsistencies, or omissions, by
general rule or particular decision. The Company shall make, or
cause to be made, all reports or other filings, if any, necessary
to meet the reporting and disclosure requirement of ERISA. To
the extent permitted by law, all findings of fact, determin
ations, interpretations, and decisions of the Company shall be
conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan.
     
     6.2 No Enlargement of Employee Rights. Nothing contained  in
the  Plan  shall be deemed to give any employee the right  to  be
retained in the service of the Employer or to interfere with  the
right of the Employer to discharge or retire any employee at  any
time.

     6.3 Appeals from Denial of Claim. If any claim for benefits
under the Plan is wholly or partially denied, the claimant
shall be given notice in writing within a reasonable period of
time after receipt of the claim by the Plan (not to exceed 90
days after receipt of the claim or, if special circumstances
require an extension of time, written notice of the extension
shall be furnished to the claimant and an additional 90 days will
be considered reasonable) by registered or certified mail of such
denial, written in a manner calculated to be understood by the
claimant, setting forth the following information:
     (a)  the specific reasonings for such denial;

     (b)  specific reference to pertinent Plan provisions on
          which the denial is based;

     (c)  a description of any additional material or information
          necessary for the claimant to perfect the claim and an
          explanation of why such material or information is
          necessary; and

     (d)  an explanation of the Plan's claim review procedure.

The claimant also shall be advised that he or his duly authorized
representative may request a review by the Company of the deci
sion denying the claim by filing with the Company, within 60 days
after such notice has been received by the claimant, a written
request for such review, and that he may review pertinent docu
ments, and submit issues and comments in writing within the same
60-day period. If such request is so filed, such review shall be
made by the Company within 60 days after receipt for such
request, unless special circumstances require an extension of
time for processing, in which case the claimant shall be so
notified and a decision shall be rendered as soon as possible,
but not later than 120 days after receipt of the request for
review. The Participant or beneficiary shall be given written
notice of the decision resulting from such review, which notice
shall include specific reasons for the decision, written in a
manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision
is based.

     6.4 Notice of Address and Missing Persons. Each person
entitled to benefits under the Plan must file with the Company,
in writing, his post office address and each change of post
office address. Any communication, statement, or notice
addressed to such a person at his latest reported post office
address will be binding upon him for all purposes of the Plan and
neither the Company nor any Trustee shall be obliged to search
for or ascertain his whereabouts. In the event that such person
cannot be located, the Company may direct that such benefit and
all further benefits with respect to such person shall be
discontinued and all liability for the payment thereof shall
terminate; provided, however, that in the event of the subsequent
reappearance of the Participant or beneficiary prior to the
termination of the Plan, the benefits which were due and payable
and which such person missed shall be paid in a single sum, and
the future benefits due such person shall be reinstated in full.

     6.5 Data and Information for Benefits. All persons
claiming benefits under the Plan must furnish to the Company or
its designated agent such documents, evidence, or information as
the Company or its designated agent consider necessary or
desirable for the purpose of administering the Plan, and such
person must furnish such information promptly and sign such
documents as the Company or its designated agent may require
before any benefits become payable under the Plan.

     6.6 Indemnity for Liability. The Company shall indemnify
any individual who is directed by the Company to carry out
responsibilities and duties imposed by this Plan against any and
all claims, losses, damages, and expenses, including counsel
fees, approved by the Company, and any liability, including any
amounts paid in settlement with the Company's approval, arising
from the individual's action or failure to act, in connection
with such person's responsibilities and duties under the Plan,
except when the same is judicially determined to be attributable
to the gross negligence or willful misconduct of such person.

     6.7 Tax Liability. The Company may withhold from any
payment of benefits hereunder any taxes required to be withheld
and such sum as the Company may reasonably estimate to be neces
sary to cover any taxes for which the Employer may be liable and
Which may be assessed with regard to such payment.
     
          Article VII. Amendment and Termination

     7.1 Amendment. The Company reserves the right to amend the
Plan at any time by action of its board of directors, provided
that retroactive Plan amendments may not decrease the accrued
benefits of any Participant determined as of the time the
amendment is adopted.

     7.2 Termination. The Company reserves the right to
terminate the Plan at any time by action of its Board of
Directors.

7.3 Change in Control. Notwithstanding the preceding
provisions of this Article VII, no termination, amendment, or
change to this Plan which would have the effect of reducing
benefits or benefit accruals hereunder, which would rescind an
alternative procedure for accelerated payment previously adopted,
or which would otherwise have an adverse effect on the
determination of benefits hereunder shall be made after a Change
in Control occurs, and this Plan shall be, and the Company shall
require this Plan to be, a continuing obligation of the surviving
entity resulting from any Change in Control. Participants shall
be given written notice of any such termination, amendment, or
change within a reasonable time after any such action is taken.

          Article VIII. Participation in and Withdrawal
                  from the Plan by an Employer

     8.1 Participation in the Plan. Any Affiliate which desires
to become an Employer hereunder may elect, with the consent of
the Company's board of directors, to become a party to the Plan
and any Grantor Trust Agreement by adopting the Plan for the
benefit of its eligible employees, effective as of the date
specified in such adoption--

     (a)  by filing with the Company a certified copy of a
          resolution of its board of directors to that effect,
          and such other instruments as the Company may require;
          and

     (b)  by the Company's filing with the then Trustee (if any)
          a copy of such resolution, together with a certified
          copy of resolutions of the Company's board of directors
          approving such adoption.

The adoption resolution or decision may contain such specific
changes and variations in Plan or Grantor Trust Agreement terms
and provisions applicable to such adopting Employer and its
employees as may be acceptable to the Company and the Trustee.
However, the sole, exclusive right of any other amendment of
whatever kind or extent to the Plan or any Grantor Trust
Agreement is reserved by the Company. The Company may not amend
specific changes and variations in the Plan or any Grantor Trust
Agreement terms and provisions as adopted by the Employer in its
adoption resolution without the consent of such Employer. The
adoption resolution or decision shall become, as to such adopting
organization and its employees, a part of this Plan as then
amended or thereafter amended and any related Grantor Trust
Agreement. It shall not be necessary for the adopting
organization to sign or execute the original or then amended Plan
or any Grantor Trust Agreement documents. The coverage date of
the Plan for any such adopting organization shall be that stated
in the resolution or decision of adoption, and from and after
such effective date, such adopting organization shall assume all
the rights, obligations, and liabilities of an individual
employer entity hereunder and under any Grantor Trust Agreement.
The administrative powers and control of the Company, as provided
in the Plan and any Grantor Trust Agreement, including the sole
right to amendment, and of appointment and removal of the Trustee
and successor Trustees, shall not be diminished by reason of the
participation of any such adopting organization in the Plan and
any Grantor Trust Agreement.

     8.2 Withdrawal from the Plan. Any Employer, by action of its
board of directors or other governing authority, may withdraw
from the Plan and any Grantor Trust Agreement after giving 90
days' notice to the Company's board of directors, provided the
Company's board of directors consents to such withdrawal.
Distribution of vested benefits (if any) to Participants affected
by such a withdrawal may be implemented through any method
determined by the Company and agreed to by the withdrawing
Employer.