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




                       EXECUTIVE DEFERRAL PLAN II

                                   OF

                     CENTRAL ILLINOIS LIGHT COMPANY

                                (EDP II)

                            December 1, 1989

                                 AMENDED

                            January 29, 1996






























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. . . . . . . . . . . . . . . . .  3

     3.1 Minimum Deferral. . . . . . . . . . . . . . . . . . . . . . 3

     3.2 Maximum Deferral. . . . . . . . . . . . . . . . . . . . . . 3

     3.3 Deferral Election. . . . . . . . . . . . . . . . . . . . .  3

     3.4 Changing Deferral Election . . . . . . . . . . . . . . . .  3

     3.5 Withholding of Deferral Amounts. . . . . . . . . . . . . .  3

     3.6 Annual Rate. . . . . . . . . . . . . . . . . . . . . . . .  4

     3.7 Deferral Period. . . . . . . . . . . . . . . . . . . . . .  4

     3.8 Default. . . . . . . . . . . . . . . . . . . . . . . . . .  4

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

    3.10 No Waiver of Default . . . . . . . . . . . . . . . . . . .  4

    3.11 Crediting of Deferral Amounts. . . . . . . . . . . . . . .  4

Article IV - 5th-Year Distribution . . . . . . . . . . . . . . . . . 4

     4.1 5th-Year Distribution. . . . . . . . . . . . . . . . . . .  4

Article V - Retirement Benefit. . . . . . . . . . . . . . . . . . .  4

     5.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . .  4

     5.2 Rate of Interest for Retirement Benefits. . . . . . . . . . 5

     5.3 Commencement of Retirement Benefits. . . . . . . . . . . .  5

     5.4 Pre-Retirement Plan Agreements. . . . . . . . . . . . . . . 5

     5.5 Amount of Retirement Benefit. . . . . . . . . . . . . . . . 5

     5.6 Death Prior to Completion of
          Retirement Benefits . . . . . . . . . . . . . . . . . . .  5

Article VI - Survivor Benefits. . . . . . . . . . . . . . . . . . .  6

     6.1 Survivor Benefit. . . . . . . . . . . . . . . . . . . . . . 6

     6.2 Amount of Survivor Benefits. . . . . . . . . . . . . . . .  6

Article VII - Termination Benefit. . . . . . . . . . . . . . . . . . 6

     7.1 Termination Benefits . . . . . . . . . . . . . . . . . . .  6

Article VIII - Disability Benefit. . . . . . . . . . . . . . . . . . 6

     8.1 Amount of Disability Benefit. . . . . . . . . . . . . . . . 6

Article IX - Beneficiary Designation. . . . . . . . . . . . . . . .  6

     9.1 Beneficiary Designation. . . . . . . . . . . . . . . . . .  6

     9.2 Change of Beneficiary Designation. . . . . . . . . . . . .  6

     9.3 No Participant Designation. . . . . . . . . . . . . . . . . 6

     9.4 Effect of Payment. . . . . . . . . . . . . . . . . . . . .  7

Article X  - Leave of Absence. . . . . . . . . . . . . . . . . . . . 7

     10.1 Paid Leave of Absence. . . . . . . . . . . . . . . . . . . 7

     10.2 Unpaid Leave of Absence  . . . . . . . . . . . . . . . . . 7

Article XI - Other Benefits and Agreements. . . . . . . . . . . . .  7

     11.1 Coordination With Other Benefits. . . . . . . . . . . . .  7

     11.2 Restoration of Pension Benefits . . . . . . . . . . . . .  7

Article XII - Discontinuance, Amendment or Termination. . . . . . .  8

     12.1 Discontinuance . . . . . . . . . . . . . . . . . . . . . . 8

     12.2 Amendment . . . . . . . . . . . . . . . . . . . . . . . .  8

     12.3 Termination. . . . . . . . . . . . . . . . . . . . . . . . 8

Article XIII - Miscellaneous. . . . . . . . . . . . . . . . . . . .  8



     13.1 Unsecured General Creditor. . . . . . . . . . . . . . . .  8

     13.2 Nonassignability. . . . . . . . . . . . . . . . . . . . .  8

     13.3 Not a Contract of Employment. . . . . . . . . . . . . . .  9

     13.4 Protective Provisions. . . . . . . . . . . . . . . . . . . 9

     13.5 Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

     13.6 Captions  . . . . . . . . . . . . . . . . . . . . . . . .  9

     13.7 Governing Law. . . . . . . . . . . . . . . . . . . . . . . 9

     13.8 Validity . . . . . . . . . . . . . . . . . . . . . . . . . 9

     13.9 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 9

     13.10 Successors. . . . . . . . . . . . . . . . . . . . . . .  10

     13.11 Attorney Fees. . . . . . . . . . . . . . . . . . . . . . 10

     13.12 Late Payment Penalty. . . . . . . . . . . . . . . . . .  10

     13.13 Incompetent . . . . . . . . . . . . . . . . . . . . . .  10

Article XIV - Administration. . . . . . . . . . . . . . . . . . . . 10

     14.1 Committee Duties. . . . . . . . . . . . . . . . . . . . . 10

     14.2 Agents. . . . . . . . . . . . . . . . . . . . . . . . . . 11

     14.3 Binding Effect of Decisions. . . . . . . . . . . . . . .  11

     14.4 Indemnity of Committee. . . . . . . . . . . . . . . . . . 11

     14.5 Employer Information. . . . . . . . . . . . . . . . . . . 11

     14.6 Change in Payments. . . . . . . . . . . . . . . . . . . . 11







                       EXECUTIVE DEFERRAL PLAN II

                                   OF

                     CENTRAL ILLINOIS LIGHT COMPANY

                                Purpose         

          The primary purpose of the Executive Deferral Plan II 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., selected officers, department heads, and other key employees reporting
to executive officers) will be allowed to participate in the Executive Defer-
ral Plan II.  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 II, contribute significantly to the health and
wellbeing 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, 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.

1.3       "Committee" shall mean the administrative committee appointed to 
          manage and administer the Plan in accordance with its provisions 
          pursuant to Article 14.

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 1986, as amended, and all successor companies thereto.

1.4(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.

1.5       "Covered Salary" shall mean a Participant's Base Annual Salary and 
          bonuses.

1.6       "Deferral Amount" shall mean the amount of Covered Salary deferred by 
          a Participant pursuant to his election in the form of a Plan 
          Agreement, or as changed pursuant to Article 3.4 hereof.

1.7       "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.

1.8       "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 the Participant is unable to
          perform the duties of his occupation.

1.9       "EDP II Account" shall mean an individual account comprised of a 
          Participant's Deferral Amounts and interest credited thereon.  An EDP 
          II Account shall be maintained for each Participant.  A Participant's 
          EDP II 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 EDP II Account 
          shall not constitute or be treated as a trust fund.

1.10      "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.

1.11      "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.

1.11(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."

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

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

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

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

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

1.17      "Plan Year" shall mean the 12 consecutive month period commencing on 
          January I and ending on the next following December 31.

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

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

1.20      "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 discretion 
          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.

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 $1.00 per 
          Plan Year.

3.2       Maximum Deferral.  The Participant may defer no more than 100% of 
          Covered Salary or board fees, as applicable.

3.3       Deferral Election.  The Participant may elect to participate in the 
          Plan by executing a Plan Agreement.  If the Participant executes a 
          Plan Agreement on or before December 15, the Participant's Deferral 
          Period shall begin on January 1 of the following Plan Year.  However, 
          if a Participant was participating in the Company's Executive
          Deferral Plan dated December 1, 1985, the Participant may begin
          his initial Deferral Period for this Plan on the December 1
          immediately following the completion of his Deferral Period in
          that Plan by executing a Plan Agreement hereunder by December 1 of
          that year.

3.4       Changing Deferral Election.  A Participant may change his Deferral 
          Amount for any following Plan Year by providing the Employer with 
          written notice of such change by December 15.

3.5       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.

3.6       Annual Rate.  The Moody's rate for any Plan Year shall be fixed 90 
          days prior to the beginning of the Plan Year.  Subject to the 
          provisions and limitations of the Plan, the EDP II Account will
          accrue annual interest at a crediting rate of Moody's.  Interest
          shall accrue monthly on a Participant's EDP II Account balance.

3.7       Deferral Period.  The Deferral Period for each Participant shall be 
          that individual's full time employment term, or directorship, with
          the Company.

3.8       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.

3.9       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.

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

3.11      Crediting of Deferral 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 II Account 
          throughout each Plan Year as the Participant is paid the nondeferred 
          portion of Covered Salary for such Plan Year.  The amount or perc-
          entage of Covered Salary so credited to a Participant's EDP II
          Account shall equal the amount deferred.  The Participant shall
          designate in the Plan Agreement the percentage of Covered Salary to
          be deferred.
                                        Article 4

                                 5th Year Distributions


4.1       5th-Year Distribution.  A Participant may elect in writing, at the 
          time of the execution of his Plan Agreement, to receive a
          distribution of all, or any percentage, of his EDP II Account, as it
          exists as of the distribution date, on January 15, 1995, January
          15, 2000, January 15, 2005 and January 15, 2010.  All other funds in
          the EDP II Account will remain in the Plan until the Participant
          dies, incurs a Disability, Retires or incurs a Termination of
          Employment.

                                       Article 5

                                   Retirement Benefit

5.1       Retirement Benefit.  A Participant who Retires shall become eligible 
          to receive, in accordance with this Article 5, an amount per month 
          based on his EDP II Account as of the Participant's Retirement
          Benefit Date.  The Retirement Benefit Date of a Participant who
          Retires shall be the first day of the month following his
          Retirement.     

5.2       Rate of Interest for Retirement Benefits.  The interest on the EDP II 
          Account, for purposes of calculating the retirement benefit, 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 preceding Plan Years.

5.3       Commencement of Retirement Benefits.  Unless otherwise provided 
          pursuant to a Pre-Retirement Plan Agreement as provided in Section 
          5.4, Retirement benefit payments of a Participant shall commence on 
          the first day of the month following the Retirement of the
          Participant and shall be paid at the Participant's election in a
          lump sum or in equal monthly payments, not to exceed 240 months,
          pursuant to the election made by the Participant at the time of the
          execution of his Plan Agreement.  Not less than thirty (30) days
          before his Retirement, the Participant must inform the Committee in
          writing of any desired change in the benefit payment period over
          which his benefits are to be paid.  If no change in the election is
          timely made, the Plan will pay benefits pursuant to the
          Participant's Plan Agreement election.

5.4       Pre-Retirement Plan Agreements.  A Participant may enter into a 
          Pre-Retirement Plan Agreement whereby the Participant and the
          Employer agree to a change of the time period over which such
          benefits are to be paid.  The Pre-Retirement Plan Agreement must be
          executed by the Participant in writing in a form acceptable to the
          Company not less than 30 days prior to the Participant's
          Retirement.  Retirement benefit payments which are changed by
          reason of a Pre-Retirement Agreement shall be paid to the
          Participant commencing on the first day of the month following the
          Retirement of the Participant pursuant to the terms of the
          Pre-Retirement Plan Agreement (the Retirement Benefit Date) in a
          lump sum or in equal monthly payments, not to exceed 240 
          months, as selected by the Participant.

5.5       Amount of Retirement Benefit.  A Participant's Retirement benefits 
          shall be equal to the balance of his EDP II Account as of his 
          Retirement Benefit Date plus interest thereon at the rate set
          forth in Article 5.2 hereof on any undistributed balance.


5.6       Death Prior to Completion of Retirement Benefits.  If a Retired 
          Participant 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 shall be paid to the Participant's Beneficiary in the 
          same manner as selected by the Participant.

                                        Article 6

                                    Survivor Benefits

6.1       Survivor Benefit.  If a Participant dies before the commencement of 
          Retirement benefit payments, the Employer will pay a Survivor's 
          Benefit to the designated Beneficiary of the Participant.

6.2       Amount of Survivor Benefits.  The Beneficiary eligible for a Survivor 
          Benefit will receive in a lump sum as soon as practicable the
          existing EDP II Account balance.

                                        Article 7

                                   Termination Benefit

7.1       Termination Benefits.  If the Participant incurs a Termination of 
          Employment, by means other than Retirement, Disability or death, such 
          Participant shall receive in a lump sum his EDP II Account.  Such 
          amount shall be paid to the Participant within 90 days of the date of 
          his Termination of Employment.

                                        Article 8

                                   Disability Benefit

8.1       Amount of Disability Benefit.  If the Committee determines that a 
          Participant has a Disability, the Participant shall receive in a lump 
          sum his EDP II Account.  Such amount shall be paid to the participant 
          within 90 days of the date that the Committee determines that the 
          Participant is disabled.

                                        Article 9

                                 Beneficiary Designation

9.1       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).

9.2       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.

9.3       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).
     
9.4       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 10

                               Leave of Absence

10.1      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 Amount for the Deferral Period shall remain 
          in full force and effect during such leave of absence.

10.2      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 Amount shall be suspended and 
          shall be considered a Default pursuant to Section 3.8.

                                  Article 11

                         Other Benefits and Agreements

11.1      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 otherwise be 
          expressly provided.

11.2      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 1986, as amended.
          Therefore, 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 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 payments which would otherwise have been made 
          under the Pension Plan.
     
                                  Article 12

                   Discontinuance, Amendment or Termination

12.1      Discontinuance.  The Company reserves the right to discontinue the 
          Plan at any time.  Upon discontinuance of the Plan, the Participants' 
          EDP II Accounts shall be paid out according to the Plan.  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.

12.2      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 EDP II 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.

12.3      Termination.  The Company reserves the right, in the event of a 
          hostile or nonnegotiated takeover or acquisition of the Company, or 
          upon a final decision of any court or administrative agency 
          pertaining 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 Participants' 
          EDP II Accounts to them as soon as practicable thereafter.

                                  Article 13

                                 Miscellaneous

13.1      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.

<PAGE>
13.2      Nonassignability.  Neither a Participant nor any other person shall 
           have any right to commute, sell, assign, transfer, pledge,
           anticipate, 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.
     
13.3      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.

13.4      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.

13.5      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.

13.6      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.

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

13.8      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.

13.9      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 II
                         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.
     
13.10     Successors.  The provisions of this Plan shall bind and inure to the 
          benefit and detriment 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.

13.11     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.

13.12     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 Moody's from
          the date such payment was due until the date such payment is made
          by the Company.

13.13     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 14
                                Administration

14.1      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 and discretion 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 and the 
          calculation of benefits, as may arise in connection with the Plan.

14.2      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.

<PAGE>
14.3      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.

14.4      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.

14.5      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, 
          Disability, death or Termination of Employment of all Participants, 
          and such other pertinent information as the Committee may reasonable 
          require.

14.6      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.