<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CENTRAL ILLINOIS LIGHT COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[CILCO]
300 LIBERTY ST., PEORIA, IL 61602-1404
NOTICE OF ANNUAL MEETING
Dear Shareholders:
The Annual Meeting of Shareholders of Central Illinois Light Company will be
held on Tuesday, April 22, 1997 at 1:30 PM, Central Time, at the principal
office of the Company, 300 Liberty Street, Peoria, Illinois, in order to elect a
Board of Directors and transact such other business as may properly come before
the meeting.
Shareholders of record at the close of business on March 7, 1997 are entitled to
vote at the meeting.
By Order of the Board of Directors,
John G. Sahn
Secretary
March 25, 1997
IMPORTANT
It is important that your shares be represented at the meeting.
Please mark, sign, date and return the enclosed proxy promptly in
order that your shares will be voted.
<PAGE>
PROXY STATEMENT
GENERAL
This statement is furnished in connection with a solicitation of proxies
by the Board of Directors of Central Illinois Light Company (the "Company" or
"CILCO"), for use at the Annual Meeting of Shareholders to be held on Tuesday,
April 22, 1997 at 1:30 PM, Central Time, at the Company's executive offices, 300
Liberty Street, Peoria, Illinois 61602, and any adjournment thereof. The shares
represented by your proxy will be voted if the proxy is duly executed and
returned prior to the meeting. You may revoke your proxy by a duly executed
later proxy, or at any time before it is exercised by written notice to the
Secretary of the Company, received prior to the time of the meeting, or orally
at the meeting.
The expense of the solicitation of proxies is being borne by the Company.
In addition to solicitation by mail, officers and regular employees of the
Company may solicit proxies either personally, or by telephone or fax. The
Company will reimburse banks, brokers or other similar agents or fiduciaries for
forwarding proxy material to their principals, the beneficial owners of the
stock.
The annual report of the Company for the year ended December 31, 1996 is
being sent, along with the Notice of Annual Meeting, this Proxy Statement and
the accompanying Proxy, to all shareholders of record at the close of business
on March 7, 1997, which is the record date for the determination of shareholders
entitled to vote at the meeting. These items are to be first mailed to
shareholders on March 25, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS
On March 7, 1997, the record date for the meeting, the Company had
outstanding 191,204 shares of preferred stock, $100 par value, 470,000 shares of
Class A preferred stock, no par value, and 13,563,871 shares of common stock, no
par value. Each share entitles the holder thereof to one vote upon any matter
coming before the meeting, except that in the election of directors, each
shareholder is entitled to cumulate votes and, therefore, may give one nominee
as many votes as shall equal the number of directors to be elected multiplied by
the number of shares held by such shareholder, or such shareholder may
distribute such votes among any two or more nominees by so indicating on the
proxy. Votes cast by proxy or in person at the annual meeting will be tabulated
by the election inspectors appointed for the meeting who will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a
1
<PAGE>
quorum but as unvoted for purposes of determining the approval of any matter
submitted to the shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
At March 7, 1997, T. S. Romanowski, a vice president of the Company, was
the beneficial owner of 5 shares of the Company's preferred stock, $100 par
value, representing less than .003% of the shares of that class outstanding. No
other officer or director nominee was the beneficial owner of any shares of the
Company's preferred or common stock.
The following information, regarding beneficial ownership on January 1,
1997 of the Company's equity securities, is furnished with respect to each
person or group of persons acting together who, as of such date, is shown on the
Company's stock records to be the registered owner of more than 5% of any class
of the Company's voting securities and no independent inquiry has been made to
determine whether any shareholder is the beneficial owner of shares not
registered in the name of such shareholder or whether any shareholder is a
member of a shareholder group.
<TABLE>
<CAPTION>
CLASS OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
STOCK BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----------- ------------------------------------ ---------------------- ------------
<S> <C> <C> <C>
Common CILCORP Inc. 13,563,871(1) 100%
300 Hamilton Boulevard
Suite 300
Peoria, IL 61602
Class A Chancellor LGT Asset 15,000(2) 6.8%
Preferred Management, Inc. and
Chancellor LGT Trust Company
1166 Avenue of the Americas
New York, New York 10036
</TABLE>
- --------
(1) CILCORP Inc. has sole voting and dispositive power with respect to the
common shares.
(2) According to Schedule 13G dated February 7, 1997, filed by Chancellor LGT
Asset Management, Inc and Chancellor LGT Trust Company, as Investment
Advisors for various fiduciary accounts, they have sole voting and
dispositive power with respect to the Class A Preferred shares.
2
<PAGE>
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting to hold office for
the ensuing year or until their successors are elected and qualified. All
nominees are now serving as directors of the Company and have consented to
serve, if elected. To be elected a director, a nominee must be among the three
nominees receiving the highest number of votes. The nominees, along with their
biographical summaries, are listed below.
The Board of Directors has no reason to believe that the persons named
will not be available, but in the event that a vacancy among the original
nominees is occasioned by death or any other reason prior to the meeting, the
proxy will be voted for a substitute nominee or nominees designated by the Board
of Directors.
THOMAS S. ROMANOWSKI
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF CILCO
Director of CILCO since 1996
Mr. Romanowski was born at Peru, Illinois in 1950. He graduated from
Bradley University in 1971 with a degree in business administration. He joined
CILCO that same year and after advancing through several positions in the
accounting, treasury and information systems areas was elected vice president in
1986. Mr. Romanowski is president of CILCORP Investment Management Inc.,
president and chief executive officer of Agricultural Research and Development
Corporation, a director of the Biotechnology Research and Development
Corporation and president and chief executive officer of CILCORP Ventures Inc.
He serves as chairman and treasurer of the Employers' Association of Illinois,
vice chairman of the Illinois Central College Education Foundation Board, and
director of Heartland Community Development Corporation. He is board chairperson
of the Tri-County (Peoria) Urban League, Inc., past president of the Central
Illinois Chapter of the Planning Forum, and a member of the Institute of
Management Accountants.
JAMES F. VERGON
PRESIDENT AND CHIEF OPERATING OFFICER OF CILCO
Director of CILCO since 1991
Mr. Vergon was born at Peoria, Illinois in 1948. He joined CILCO in 1971
and advanced through various positions in engineering. He was appointed gas
engineering manager in 1981, director-rates and regulatory affairs in 1982, and
elected vice president in 1986. He was vice president and chief financial
officer of CILCORP from January 1, 1993 through February 28, 1993. He again was
elected a vice president of the Company effective March 1, 1993 and was elected
group president of CILCO effective April 1, 1995.
3
<PAGE>
He was elected to his current position effective January 29, 1996. Mr. Vergon
graduated from Bradley University in 1971 with a degree in mechanical
engineering and is a registered professional engineer. He received a master's
degree in business administration from Bradley University in 1981. He is
chairman of the board of CILCORP Investment Management Inc. and a member of the
board of directors of Bank One, Peoria; The Economic Development Council for the
Peoria Area; and the Heart of Illinois United Way. In addition, he is a member
of the board of trustees of Proctor Hospital and the Bradley University
Associate Board and the advisory boards of Forest Park Foundation, The Institute
of Public Utilities and the Bradley University College of Engineering and
Technology.
ROBERT O. VIETS
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CILCORP INC. AND
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CILCO
Director of CILCO from 1988 to 1991 and since 1995
Mr. Viets was born at Girard, Kansas in 1943. He graduated from Washburn
University in 1965 with a degree in economics and received his law degree from
Washington University School of Law in 1969. He is a certified public accountant
and has had experience with a national accounting firm. Mr. Viets joined CILCO
in 1973 as manager of special studies and was appointed manager of rates and
regulatory affairs in 1976. He was elected assistant vice president, regulatory
and legislative affairs, in 1980; vice president, financial services in 1981;
vice president (finance group) in 1983 and senior vice president of the Company
and CILCORP in 1986. He was elected president and chief executive officer of
CILCORP in 1988 and chairman and chief executive officer of the Company in 1995.
He serves as chairman of the board of trustees of Bradley University. He is also
chairman of the board and chief executive officer of QST Enterprises Inc.,
chairman of CILCORP Ventures Inc. and a director of CILCORP, CILCORP Investment
Management Inc. and Environmental Science & Engineering, Inc. Mr. Viets is a
director of First of America Bank-Illinois, N.A.; First of America
Bank-Illinois, N.A. Peoria Regional Advisory Board; RLI Corp.; Lincoln Office
Supply Co., Incorporated; the Peoria Medical Research Corporation and Methodist
Health Services Corporation.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Effective April 23, 1996, the Board of Directors functions as a Committee
of the Whole and has no committees. During 1996, the Board of Directors held
three meetings and otherwise took action, as needed, by unanimous written
consent.
4
<PAGE>
DIRECTORS' COMPENSATION
No fees are paid to directors who are officers of the Company.
INDEPENDENT AUDITORS
Upon the recommendation of its Audit Committee, the Board of Directors of
the Company's parent, CILCORP Inc., has appointed Arthur Andersen LLP,
independent public accountants, to audit the accounts of the Company for 1997.
Arthur Andersen LLP is not expected to be represented at the annual meeting.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
earned for the years 1996, 1995 and 1994 for the Chief Executive Officer and the
four most highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
--------------------- --------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY LTIP PAYOUTS(1) COMPENSTION(2)
- ----------------------------------------- --------- ---------- --------------- ----------------
<S> <C> <C> <C> <C>
R. O. Viets 1996 $ 382,544 $ 64,500 $ 31,894
Chairman and Chief 1995 327,756 17,819 34,925
Executive Officer (3) 1994 261,000 88,015 27,364
J. F. Vergon 1996 194,564 86,542 14,634
President and Chief 1995 181,661 61,437 15,610
Operating Officer (4) 1994 140,270 63,012 12,513
T. S. Romanowski 1996 145,449 72,492 13,749
Vice President 1995 133,584 56,662 14,442
1994 127,795 58,775 11,751
M. J. Bowling 1996 123,853 51,318 5,155
Vice President (5) 1995 103,540 34,057 4,520
1994 94,320 21,979 4,271
S. A. Cisel 1996 120,183 47,630 4,718
Vice President (5) 1995 100,892 28,814 4,097
1994 86,552 19,015 3,663
</TABLE>
5
<PAGE>
- --------
(1) Amounts paid pursuant to the Company's EVA-Based Incentive Compensation
Plan.
(2) Amounts shown in this column for 1996 represent (a) Company contributions
under the Employees' Savings Plan: Mr. Viets $4,140, Mr. Vergon $4,500, and
Mr. Romanowski $4,099, Mr. Bowling $3,387 and Mr. Cisel $3,417 and (b)
earnings on deferred compensation: Mr. Viets $27,754, Mr. Vergon $10,134,
Mr. Romanowski $9,661, Mr. Bowling $1,768, and Mr. Cisel $1,301.
(3) Elected chairman and chief executive officer effective April 1, 1995. Mr.
Viets' compensation relates also to his compensation as president and chief
executive officer of CILCORP Inc.
(4) Re-elected vice president of the Company in 1993, group president effective
April 1, 1995 and president and chief operating officer effective January
29, 1996. Mr. Vergon served as vice president and chief financial officer of
CILCORP Inc. from January 1, 1993 through February 28, 1993.
(5) Elected Vice President April 1, 1995.
EVA-BASED INCENTIVE COMPENSATION PLAN
Incentive compensation is awarded in accordance with the Company's EVA-
Based Incentive Compensation Plan (the "EVA Plan"). The purpose of the EVA Plan
is to provide an incentive to eligible officers and senior managers and to
increase and maintain shareholder value by rewarding the achievement of these
objectives. EVA is a measure of profitability that is based on the difference
between the return earned on the capital invested in an enterprise and the cost
of that capital. This difference can be either positive or negative and results
in an addition to or a deduction from award balances accumulated from prior
years. Each year, one third of the net balance accumulated is paid to the
participant. That portion of the incentive compensation which has been deferred
is "at risk" since a negative EVA in a subsequent year may eliminate previously
accumulated balances. The calculation of the award pool is based, in part, on a
fixed percentage of the improvement in EVA from the prior year and, in part, on
a fixed percentage of the average of EVA contributed over a three-year period.
These percentages, which do not change from year to year, were determined when
the EVA Plan was originally established. They were designed to create an award
pool of sufficient size to achieve the Plan objectives and are used only for
that purpose. Annually, at the outset of each plan year, the Board of Directors
determines the portion of the award pool to be allocated to each participant,
including the executive officers, based on the individual's job responsibilities
and the Board's evaluation of the effect which that individual's performance is
expected to have on the size of the award pool. A portion of the award
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<PAGE>
pool is distributed, at the Board's discretion, at the conclusion of each plan
year. Discretionary awards are determined on the basis of the CEO's
recommendation and the compensation policies established by the Board. Both the
non-discretionary and discretionary portions of an award are added to each
participant's account balance, one third of which is paid and the remainder of
which remains at risk in the account balance.
LONG TERM INCENTIVE PLANS -- AWARDS IN 1996 (1)
<TABLE>
<CAPTION>
PERFORMANCE OR
NUMBER OF OTHER PERIOD
SHARES, UNITS UNTIL ESTIMATED FUTURE PAYOUTS
OR OTHER MATURATION OR --------------------------------------
NAME RIGHTS(2) PAYOUT(3) THRESHOLD(4) TARGET(5) MAXIMUM(6)
- -------------------------- ------------- --------------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
R. O. Viets $ 174,139 -- $ 43,000 $ 95,110 $ 128,999
J. F. Vergon 139,536 -- 54,132 100,644 162,395
T. S. Romanowski 107,640 -- (7) (7) (7)
M.J. Bowling 83,772 -- (7) (7) (7)
S. A. Cisel 83,722 -- (7) (7) (7)
</TABLE>
- --------
(1) Amounts listed are dollar amounts under the Company's EVA-Based Incentive
Compensation Plan (the "Plan").
(2) Amounts listed are the net increases or decreases accrued during the 1996
plan year to previously accumulated balances.
(3) Each year, one-third of the net balance accumulated in the Plan is paid to
the participant. (See Summary Compensation Table for amounts paid in 1996.)
(4) Amounts listed are payable if net change in EVA in 1997 is zero.
(5) Amounts listed are payable if net change in EVA in 1997 is the same as in
1996.
(6) Amounts listed are accumulated balances at the beginning of the 1997 plan
year.
(7) Messrs. Romanowski, Bowling, and Cisel, along with certain other Plan
Participants, will not be participating in the Plan in 1997 and, under the
terms of the Plan, are entitled to distribution of their accumulated account
balances.
CERTAIN PLANS
BENEFIT REPLACEMENT PLAN. The Board of Directors has established a
Benefit Replacement Plan (the "Benefit Replacement Plan"). The Benefit
Replacement Plan provides for payments to participants from the Company's
general funds to restore the
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<PAGE>
retirement benefit under the Company's non-contributory Pension Plan for
Management, Office and Technical Employees (the "Pension Plan") when such
benefit is restricted by (1) the maximum defined benefit limitation of Section
415(b) of the Internal Revenue Code of 1986, as amended (the "Code"), (2) the
index compensation limitation of Code Section 401(a)(17), and (3) participation
in certain of the Company's deferred compensation plans. The Benefit Replacement
Plan generally covers all Pension Plan participants affected by these
restrictions and provides for payment at the times and in the forms of the
Pension Plan.
PENSION PLAN. Pension benefits are provided through the Pension Plan.
Directors who are not employees do not participate in this Plan. Pension
benefits are determined using a formula based on years of service and highest
average rate of monthly earnings for any sixty consecutive month period. The
normal retirement date specified in the Pension Plan is age 65. Retirement prior
to age 62 results in an appropriate reduction in pension benefits.
The following table shows the aggregate annual benefits payable on a
straight life annuity basis upon retirement at normal retirement age under the
Pension Plan and under the Benefit Replacement Plan discussed above. The amounts
shown are not subject to any deduction for Social Security benefits or other
offset amounts other than that for an optional survivorship provision.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$200,000 42,750 57,000 71,250 85,500 99,750
225,000 48,096 64,128 80,160 96,192 112,224
250,000 53,442 71,250 89,064 106,878 124,692
275,000 58,781 78,375 97,969 117,563 137,156
300,000 64,128 85,500 106,878 128,250 149,628
400,000 85,500 114,000 142,500 171,000 199,500
</TABLE>
The sum of annual and long-term compensation shown for the individuals
listed in the above Summary Compensation Table is substantially compensation as
covered by the Pension Plan and the Benefit Replacement Plan. At January 1,
1997, the credited years of service under the Pension Plan for such individuals
are as follows: R. O. Viets -- 23 years, J. F. Vergon -- 25 years, T. S.
Romanowski -- 25 years, M. J. Bowling -- 19 years and S. A. Cisel -- 22 years.
8
<PAGE>
COMPENSATION PROTECTION PLAN. The Company's Board of Directors has
established a Compensation Protection Plan providing severance benefits to
eligible employees, including all individuals named in the Summary Compensation
Table above, in the event of (i) a termination of employment resulting directly
or indirectly from a sale of substantially all or certain assets of the Company
or (ii) a termination of employment within two years after a change in control
occurring involuntarily for a reason other than unacceptable performance or
occurring voluntarily with good reason as defined in the plan. A change in
control includes the sale of all or part of the business of the Company to a
person not controlled by CILCORP, a merger or consolidation of CILCORP in which
CILCORP does not survive or in which its common stock is converted, the
acquisition of 30% of the beneficial ownership of CILCORP by a person together
with the failure of continuing directors to constitute a majority of its Board
of Directors, or a sale of all or substantially all of the assets of CILCORP.
Upon a covered termination, a participant is entitled to a continuation of base
salary and benefit plan coverage for two years (or a shorter period for
participants below the position of vice president with less than 30 years of
service) after such termination.
REPORT ON EXECUTIVE COMPENSATION
BACKGROUND AND POLICIES. The compensation of the Company's Chief
Executive Officer is determined by the Board of Directors of the Company's
parent, CILCORP Inc., upon the recommendation of the Compensation Committee of
the CILCORP Inc. Board of Directors. The compensation of all other executive
officers of the Company is determined by the Company's Board of Directors upon
the recommendation of the Chief Executive Officer. The compensation policies
with respect to the executive officers other than the Chief Executive Officer
are as follows:
1. Compensation levels should be established which are internally fair and
equitable, bearing in mind (a) past practices, patterns and
relationships, and (b) the relationship between officer level
compensation and the compensation provided for top level managers
throughout the Company.
2. Compensation should be comparable and reasonable in relation to similar
positions in other utility companies of like size, structure and
characteristics.
3. Compensation of the executive officers should be directly related to the
economic value created for shareholders.
4. A compensation program should be designed to attract and retain superior
management.
EXECUTIVE OFFICER COMPENSATION PROGRAM. The Company's current executive
officer compensation program is comprised of two major components: base salary
and incentive compensation. Base salary levels for the Company's executive
officers are
9
<PAGE>
determined relative to other utility companies of similar size and
characteristics. In addition, consideration also is given the individual
officer's experience and performance. Salaries of the executive officers are
reviewed each year and may be adjusted based on the individual's contribution to
the Company's performance and competitive pay levels.
PRESIDENT'S COMPENSATION. Robert O. Viets serves as president and chief
executive officer of CILCORP Inc. in addition to serving as chairman and chief
executive officer of CILCO. His compensation in his capacities as an officer of
both companies is determined by the Board of Directors of CILCORP upon
recommendation of its Compensation Committee. The Board of Directors of CILCO
endorses and adopts the recommendation and determination for 1996 of the CILCORP
Board of Directors and its Compensation Committee whereby Mr. Viets was awarded
a salary of $385,000 commencing April 1, 1996, representing an increase of 10%
over his prior salary level.
As stated in the CILCORP Inc. proxy statement dated March 10, 1997 the
Compensation Committee of the CILCORP Board of Directors made the following
report:
"All outside directors of the Company are engaged annually in a review of
the president and chief executive officer's performance prior to approving
his compensation. The Compensation Committee of the Board reviews such
evaluations and makes a recommendation to the full Board regarding
compensation for the ensuing year.
Upon the Committee's recommendation, Mr. Viets was awarded a salary of
$385,000 commencing April 1, 1996, representing an increase of 10% over his
prior salary level. The Committee based its decision on the following
factors: (1) studies conducted by an external executive compensation
consultant, which indicated that Mr. Viets' base salary was moderately below
the base salary compensation of the chief executive officers at comparable
companies, and (2) the Company's performance in 1995 which included a return
on common equity, adjusted for the impact of CILCO's Early Retirement
Program, of approximately 13% (which was slightly above the utility industry
average return on equity of approximately 11.4%) and total shareholder
return which exceeded 40% as compared with the utility average of
approximately 30%. The increase was intended to bring Mr. Viets' salary in
line with those of the chief executive officers of comparable companies. Mr.
Viets also received an award of $64,500 in 1996 pursuant to the Company's
EVA-Based Incentive Compensation Plan."
CILCO Board of Directors
R. O. Viets, CHAIRMAN
T. S. Romanowski
J. F. Vergon
10
<PAGE>
OTHER MATTERS
The Board has no knowledge of any business to be presented for
consideration at the annual meeting other than that discussed above. Should any
other business properly come before the meeting or any adjournment thereof, it
is intended that the shares represented by proxies will be voted with respect
thereto in accordance with the best judgment of the persons named in such
proxies.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be presented at the April 28, 1998 annual
meeting must be received not later than November 25, 1997 for inclusion in the
proxy statement and form of proxy relating to that meeting. Proposals should be
sent to the Secretary, Central Illinois Light Company, 300 Liberty Street,
Peoria, Illinois 61602.
By Order of the Board of Directors,
John G. Sahn
SECRETARY
March 25, 1997
11
<PAGE>
[LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R.O. Viets, J.F. Vergon and J.G. Sahn,
and each of them, attorneys and proxies with power of substitution to each,
with authority to vote all shares which the undersigned would be entitled to
vote if personally present at the 1997 annual meeting of shareholders of
Central Illinois Light Company, or at any adjournment thereof, upon the
election of directors as set forth in the notice of meeting and proxy
statement dated March 25, 1997, and, in their discretion, upon any other
matter which may properly come before the meeting. The shares represented
hereby will be voted as directed on the reverse of this card.
IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF DIRECTORS
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
PROXY. PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER
SHOULD SIGN. ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR OTHERS
SIGNING IN A REPRESENTATIVE CAPACITY SHOULD GIVE THEIR FULL TITLES.
DATE: ____________________________, 1997
________________________________________
SIGNATURE/S
_________________________________________
ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
T.S. Romanowski, J.F. Vergon, and R.O. Viets
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
______________________________________________________________________________
NO POSTAGE REQUIRED IF RETURNED IN THE ENCLOSED
ENVELOPE AND MAILED IN THE UNITED STATES.
