CENTRAL ILLINOIS LIGHT COMPANY
          
          
                   EXECUTIVE DEFERRAL PLAN II
          
          
                            (EDP II)
          
          
                        December 1, 1989
          
          
                           as amended
          
          
                      January 29, 1996 and
                                
                                
                         August 17, 1998
ARTICLE 1 - DEFINITIONS                                         1
ARTICLE 2 - ELIGIBILITY                                         1
     2.1  SELECTION BY COMMITTEE                                1
     2.2  PLAN AGREEMENT OF EXECUTIVE                           1
ARTICLE 3 - DEFERRAL COMMITMENTS                                1
     3.1  MINIMUM DEFERRAL                                      1
     3.2  MAXIMUM DEFERRAL                                      1
     3.3  DEFERRAL ELECTION                                     1
     3.4  CHANGING DEFERRAL ELECTION                            1
     3.5  WITHHOLDING OF DEFERRAL AMOUNTS                       1
     3.6  ANNUAL RATE                                           1
     3.7  DEFERRAL PERIOD                                       1
     3.8  DEFAULT                                               1
     3.9  DEFERRAL PENALTY IN THE EVENT OF DEFAULT              1
     3.10 NO WAIVER OF DEFAULT                                  1
     3.11 CREDITING OF DEFERRAL AMOUNTS                         1
ARTICLE 4 - 5TH YEAR DISTRIBUTIONS                              1
     4.1  5TH-YEAR DISTRIBUTION                                 1
ARTICLE 5 - RETIREMENT BENEFIT                                  1
     5.1  RETIREMENT BENEFIT                                    1
     5.2  RATE OF INTEREST FOR RETIREMENT BENEFITS              1
     5.3  COMMENCEMENT OF RETIREMENT BENEFITS                   1
     5.4  PRE-RETIREMENT PLAN AGREEMENTS                        1
     5.5  AMOUNT OF RETIREMENT BENEFIT                          1
     5.6  DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS      1
ARTICLE 6 - SURVIVOR BENEFITS                                   1
     6.1  SURVIVOR BENEFIT                                      1
     6.2  AMOUNT OF SURVIVOR BENEFITS                           1
ARTICLE 7 - TERMINATION BENEFIT                                 1
     7.1  TERMINATION BENEFITS                                  1
     7.2  INVOLUNTARY TERMINATION WITHOUT CAUSE FOLLOWING A
          CHANGE IN CONTROL OF CILCORP INC.                     1
ARTICLE 8 - DISABILITY BENEFIT                                  1
     8.1  AMOUNT OF DISABILITY BENEFIT                          1
ARTICLE 9 - BENEFICIARY DESIGNATION                             1
     9.1  BENEFICIARY DESIGNATION                               1
     9.2  CHANGE OF BENEFICIARY DESIGNATION                     1
     9.3  NO PARTICIPANT DESIGNATION                            1
     9.4  EFFECT OF PAYMENT                                     1
ARTICLE 10 - LEAVE OF ABSENCE                                   1
     10.1 PAID LEAVE OF ABSENCE                                 1
     10.2 UNPAID LEAVE OF ABSENCE                               1
ARTICLE 11 - OTHER BENEFITS AND AGREEMENTS                      1
     11.1 COORDINATION WITH OTHER BENEFITS                      1
     11.2 RESTORATION OF PENSION BENEFITS                       1
ARTICLE 12 - DISCONTINUANCE, AMENDMENT OR TERMINATION           1
     12.1 DISCONTINUANCE                                        1
     12.2 AMENDMENT                                             1
     12.3 TERMINATION                                           1
ARTICLE 13 - MISCELLANEOUS                                      1
     13.1 UNSECURED GENERAL CREDITOR                            1
     13.2 NONASSIGNABILITY                                      1
     13.3 NOT A CONTRACT OF EMPLOYMENT                          1
     13.4 PROTECTIVE PROVISIONS                                 1
     13.5 TERMS                                                 1
     13.6 CAPTIONS                                              1
     13.7 GOVERNING LAW                                         1
     13.8 VALIDITY                                              1
     13.9 NOTICE                                                1
     13.10 SUCCESSORS                                           1
     13.11 ATTORNEY FEES                                        1
     13.12 LATE PAYMENT PENALTY                                 1
     13.13 INCOMPETENT                                          1
ARTICLE 14 - ADMINISTRATION                                     1
     14.1 COMMITTEE DUTIES                                      1
     14.2 AGENTS                                                1
     14.3 BINDING EFFECT OF DECISION                            1
     14.4 INDEMNITY OF COMMITTEE                                1
     14.5 EMPLOYER INFORMATION                                  1
     14.6 CHANGE IN PAYMENTS                                    1

                   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., elected
officers, department heads, and other key employees reporting to
executive officers) will be allowed to participate in the
Executive Deferral 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 percentage 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

7.2  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 7 or retirement benefits as provided at
        Article 5, as if the Participant retired from the Company.
        
     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 7.2
        (a).
        
     c.   The following definitions shall be applicable to the terms
        used in this Section 7.2:
        
         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:
             
             (a)  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
                 
             (b)  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 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.
          
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.
       
13.10Successors
     
     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.
          
13.11Attorney 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.
          
13.12Late 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.
          
13.13Incompetent
     
     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.
          
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.