CENTRAL ILLINOIS LIGHT COMPANY


                    EXECUTIVE DEFERRAL PLAN


                             (EDP)


                        December 1, 1985


                           as amended


                       February 22, 1994

                        January 29, 1996

                         August 17, 1998

ARTICLE 1 - DEFINITIONS                                        1
ARTICLE 2 - ELIGIBILITY                                        1
 2.1SELECTION BY COMMITTEE                                     1
 2.2PLAN AGREEMENT OF EXECUTIVE                                1
ARTICLE 3 - DEFERRAL COMMITMENTS                               1
 3.1MINIMUM DEFERRAL                                           1
 3.2MAXIMUM DEFERRAL                                           1
 3.3SPECIAL DEFERRAL                                           1
 3.4WITHHOLDING OF DEFERRAL AMOUNTS                            1
 3.5ANNUAL RATE                                                1
 3.6DEFERRAL PERIOD                                            1
 3.7DEFAULT                                                    1
 3.8DEFERRAL PENALTY IN THE EVENT OF DEFAULT                   1
 3.9NO WAIVER OF DEFAULT                                       1
 3.10CREDITING OF DEFERRAL AMOUNTS, COMPANY 
     CONTRIBUTIONS AND ROLLOVER ESPP AMOUNTS                   1
 3.11TERMINATION OF PARTICIPATION                              1
ARTICLE 4 - 7TH YEAR DISTRIBUTION                              1
 4.17TH-YEAR DISTRIBUTION                                      1
 4.2SUPPLEMENTAL PLAN AGREEMENTS                               1
 4.3HARDSHIP WITHDRAWALS                                       1
ARTICLE 5 - RETIREMENT BENEFIT                                 1
 5.1RETIREMENT BENEFIT                                         1
 5.2RATE OF INTEREST FOR RETIREMENT BENEFITS                   1
 5.3FORM AND COMMENCEMENT OF RETIREMENT BENEFITS               1
 5.4POST-RETIREMENT PLAN AGREEMENTS                            1
 5.5AMOUNT OF RETIREMENT BENEFIT                               1
 5.6DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS           1
ARTICLE 6 - ROLLOVER ESPP                                      1
 6.1PARTICIPANTS ELIGIBLE FOR ESPP ROLLOVER                    1
 6.2ESPP VESTING CREDIT                                        1
ARTICLE 7 - SURVIVOR BENEFITS                                  1
 7.1PRE-RETIREMENT SURVIVOR BENEFIT                            1
 7.2AMOUNT OF SURVIVOR BENEFITS                                1
 7.3ELIGIBILITY REQUIREMENTS FOR SURVIVOR BENEFIT              1
 7.4RESTRICTION IN THE EVENT OF SUICIDE                        1
ARTICLE 8 - TERMINATION BENEFIT                                1
 8.1TERMINATION BENEFITS                                       1
 8.2TERMINATION PRIOR TO 7 YEARS OF PLAN PARTICIPATION
    AND PRIOR TO AGE 55                                        1
 8.3TERMINATION AFTER 7 YEARS OF PLAN PARTICIPATION
    AND PRIOR TO AGE 55                                        1              1
 8.4INVOLUNTARY TERMINATION WITHOUT CAUSE FOLLOWING A 
    CHANGE IN CONTROL OF CILCORP INC.                          1
ARTICLE 9 - DISABILITY BENEFIT                                 1   
 9.1AMOUNT OF DISABILITY BENEFIT                               1
 9.2COMMENCEMENT AND TERMINATION OF DISABILITY BENEFITS        1
 9.3MAXIMUM AGE FOR DISABILITY BENEFITS                        1
ARTICLE 10 - BENEFICIARY DESIGNATION                           1
 10.1BENEFICIARY DESIGNATION                                   1
 10.2CHANGE OF BENEFICIARY DESIGNATION                         1
 10.3NO PARTICIPANT DESIGNATION                                1
 10.4EFFECT OF PAYMENT                                         1
ARTICLE 11 - LEAVE OF ABSENCE                                  1
 11.1PAID LEAVE OF ABSENCE                                     1
 11.2UNPAID LEAVE OF ABSENCE                                   1
ARTICLE 12 - OTHER BENEFITS AND AGREEMENTS                     1
 12.1COORDINATION WITH OTHER BENEFITS                          1
 12.2RESTORATION OF PENSION BENEFITS                           1
ARTICLE 13 - DISCONTINUANCE, AMENDMENT OR TERMINATION          1
 13.1DISCONTINUANCE                                            1
 13.2AMENDMENT                                                 1
 13.3TERMINATION                                               1
ARTICLE 14 - MISCELLANEOUS                                     1
 14.1UNSECURED GENERAL CREDITOR                                1
 14.2NONASSIGNABILITY                                          1
 14.3NOT A CONTRACT OF EMPLOYMENT                              1
 14.4PROTECTIVE PROVISIONS                                     1
 14.5TERMS                                                     1
 14.6CAPTIONS                                                  1
 14.7GOVERNING LAW                                             1
 14.8VALIDITY                                                  1
 14.9NOTICE                                                    1
 14.10SUCCESSORS                                               1
 14.11HOSTILE TAKEOVER                                         1
 14.12ATTORNEY FEES                                            1
 14.13LATE PAYMENT PENALTY                                     1
 14.14INCOMPETENT                                              1
ARTICLE 15 - ADMINISTRATION                                    1
 15.1COMMITTEE DUTIES                                          1 
 15.2AGENTS                                                    1
 15.3BINDING EFFECT OF DECISION                                1
 15.4INDEMNITY OF COMMITTEE                                    1
 15.5EMPLOYER INFORMATION                                      1
 15.6CHANGE IN PAYMENTS                                        1

                     EXECUTIVE DEFERRAL PLAN

                               OF

                 CENTRAL ILLINOIS LIGHT COMPANY


                            Purpose

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

                                
                    Article 1 -   Definitions

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

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

1.2  "Beneficiary" shall mean the person or persons, or the
     entity 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 15.

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

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

1.5(a)      "Continuing Director" means any member of the Board
     of the Company or of its majority shareholder (hereinafter
     the "Board"), while such person is a member of the Board,
     who was a member of the Board prior to January 29, 1996. A
     "Continuing Director" also means any person who
     subsequently becomes a member of the Board, while such
     person is a member of the Board, if such person's
     nomination for election  or election to the Board is
     recommended or approved by resolution of a majority of the
     Continuing Directors.

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

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

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

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

      a.   During the first two years of any period of total
        disability, the Participant is unable to perform the duties of
        his occupation; and
        
      b.   During continuation of the period of total disability beyond
        two years, the Participant is unable to engage in any business or
        occupation or to perform any work for compensation, gain or
        profit for which he is reasonably fitted by education, training
        or experience.
        
1.10 "EDP Account" shall mean an individual account comprised of
     a Participant's Deferral Amounts, Rollover ESPP amounts,
     Company Contributions and interest credited thereon.  An
     EDP Account shall be maintained for each Participant.  A
     Participant's EDP Account shall be utilized solely as a
     device for the measurement and determination of the amounts
     to be paid to the Participant pursuant to this Plan.  A
     Participant's EDP Account shall not constitute or be
     treated as a trust fund.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                
                    Article 2 -   Eligibility

2.1  Selection By Committee
     
     The Committee shall have the sole 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.  The foregoing notwithstanding,
     participation shall be limited to those individuals who are
     Participants as of June 15, 1994.

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

                                
               Article 3 -   Deferral Commitments

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

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

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

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

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

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

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

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

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

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

3.11 Termination of Participation
     
     A Participant may terminate participation in the Plan at
     any time by giving the Employer written notice of such
     termination not less than 30 days prior to the anniversary
     date of the execution of the most recent Plan Agreement of
     the Participant.  Benefits to a Participant who elects to
     terminate Plan participation shall be payable in accordance
     with the terms of the Plan.
        
                                
               Article 4 -   7th Year Distribution


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

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

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

                                
                Article 5 -   Retirement Benefit

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

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

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

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

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

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

                                
                   Article 6 -   Rollover ESPP

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

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

                                
                 Article 7 -   Survivor Benefits

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

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

      a.   The existing EDP Account balance, or
        
      b.   Ten (10) times the sum of:
        
        i.   the greatest Deferral Amount committed in one Plan Year by
          the Participant, except that only one-quarter (1/4) of any
          Special Deferral Amount shall be considered for this purpose, and
          
        ii.  the Company Contributions made for that Plan Year,
          
       provided, however, that if a Participant failed to meet
       the eligibility requirement set forth in Section 7.3(b),
       the Beneficiary of that Participant shall be limited to
       the Survivor Benefit set forth in paragraph (a) of this
       Section 7.2.

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

      a.   at the time of death, the Participant was employed by the
        Employer, on an authorized leave of absence, or absent from
        employment due to Disability;
        
      b.   all amounts committed for deferral under the Plan were
        actually deferred;
        
      c.   the Participant's death was determined not to be from a
        bodily or mental cause or causes, the information about which was
        withheld, or knowingly concealed, or falsely provided by the
        Participant, when requested by the Employer to furnish evidence
        of good health;
        
      d.   proof of death in such form as determined acceptable by the
        Committee is furnished.
        

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

                                
                Article 8 -   Termination Benefit

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

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

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

                                              Percentage of
            Years of Plan                           Secondary
            Participation                        Account Balance

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

8.4  Involuntary Termination Without Cause Following A Change in
     Control of CILCORP Inc.
     
      a.   A Participant who incurs a Termination of Employment
       involuntarily and other than for Cause within two years after a
       Change in Control of CILCORP Inc. will be eligible to make an
       irrevocable election to receive either a termination benefit as
       set forth in this Article 8 or retirement benefits as provided at
       Article 5, as if the Participant retired from the Company.  In
       addition, the Participant shall, at the time of the involuntary
       termination, be considered to be 100% vested in the Participant's
       Secondary Account Balance.
       
      b.   If, at the time of a Termination of Employment, a
       Participant elects to receive a termination benefit in the form
       of a lump sum payment, such payment shall be made to the
       Participant no earlier than 60 days from the date the Participant
       made an irrevocable election provided for under this Section 8.4
       (a).
       
      c.   The following definitions shall be applicable to the terms
       used in this Section 8.4:
       
        i.   "Change in Control" shall be deemed to have occurred:
          
          (a)   if CILCORP Inc. ("CILCORP") merges or consolidates with or
            into another corporation in a transaction in which neither
            CILCORP nor any member of a controlled group of corporations as
            defined in Article I, Section 1.4 is the surviving corporation;
            or upon a sale or other disposition of all or substantially all
            of CILCORP's assets to any corporation, person, other entity or
            group (other than to an entity whose stock is owned or controlled
            by CILCORP or any qualified or non-qualified plan maintained by
            CILCORP or an affiliate); or
            
          (b)   if any corporation,  person, other entity or group (other
            than CILCORP or any affiliate) becomes the Beneficial Owner (as
            defined in CILCORP's Articles of Incorporation) of 30% or more of
            the voting stock of CILCORP; or
            
          (c)   if, during any period of two consecutive years, Continuing
            Directors, as hereinafter defined, cease to comprise a majority
            of CILCORP's Board of Directors.  Continuing Directors are:
            
             (i)  Members of the Board of Directors of CILCORP at the
                 beginning of such period of two consecutive years; and
                 
             (ii) Any person who subsequently becomes a member of the Board of
                 Directors if such person's nomination for election or election
                 to the Board of Directors of CILCORP is recommended or
                 approved by
                 resolution of a majority of the Continuing Directors or such
                 person is included as a nominee in a proxy statement of CILCORP
                 distributed when a majority of the Board of Directors of
                 CILCORP consists of Continuing Directors.
                 
        ii.  "Cause"  shall mean:
         
          (d)  the Participant has willfully and continually failed to
            perform substantially his/her duties with the Company other than
            such failure resulting from disability (as herein defined), after
            a written demand for substantial performance is delivered to the
            Participant by his/her supervisor which specifically identifies
            the manner in which the supervisor believes that the Participant
            has not substantially performed his/her duties; or
            
          (e)  the Participant's willfully engaging in illegal conduct or
            gross misconduct which his/her supervisor believes is materially
            and demonstrably injurious to the Company.
            
          For purposes of this definition, no act or failure to
          act on the Participant's part shall be considered
          "willful" unless it is done, or omitted to be done, by
          the Participant in bad faith or without reasonable
          belief that his/her action or omission was in the best
          interests of the Company.  Any act or failure to act,
          based on authority given pursuant to a resolution duly
          adopted by the Board or on the instructions of the CEO
          or a senior officer of the Company or based on the
          advice of counsel for the Company shall be conclusively
          presumed to be done, or omitted to be done, by the
          Participant in good faith and in the best interests of
          the Company.
                                
                Article 9 -   Disability Benefit

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

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

      a.   the date of the death of the Participant;
        
      b.   the date as of which the Participant ceases to be classified
        as having a Disability; or
        
      c.   the date the Participant attains age 65.
        
9.3  Maximum Age for Disability Benefits
     
     In order to be eligible to receive a Disability Benefit
     upon Disability as set forth in this Article 9, a
     Participant must first enter into a Plan Agreement prior to
     attaining age 60.
     
                                
              Article 10 -  Beneficiary Designation

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

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

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

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

                                
                 Article 11 -  Leave of Absence

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

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

                                
           Article 12 -  Other Benefits and Agreements

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

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

                                
     Article 13 -  Discontinuance, Amendment or Termination

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

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

13.3 Termination
     
     The Company reserves the right, in the event of a hostile
     or non-negotiated takeover or acquisition of the Company,
     or upon a final decision of any court or administrative
     agency 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 present value of the
     Participants' estimated future EDP Accounts, as determined
     by the Company, to them as soon as practicable thereafter.

                                
                   Article 14 -  Miscellaneous

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

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

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

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

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

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

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

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

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

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

     Such notice shall be deemed given as of the date of
     delivery or, if delivery is made by mail, as of the date
     shown on the postmark on the receipt for registration or
     certification.

14.10Successors
     
     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.

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

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

14.13Late 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, plus 10%, from the date such
     payment was due until the date such payment is made by the
     Company.

14.14Incompetent
     
     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 15 -  Administration

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

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

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

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

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

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