-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C2sKDu8/l8cBKsGaJREuWia8fVMIcG/f+R8anW5EppuLw38Ic4vxik7KzsbJ36B9 1OxhJrMasLdnl0kr7siWBg== 0000912057-97-009959.txt : 19970326 0000912057-97-009959.hdr.sgml : 19970326 ACCESSION NUMBER: 0000912057-97-009959 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970422 FILED AS OF DATE: 19970325 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL ILLINOIS LIGHT CO CENTRAL INDEX KEY: 0000018651 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370211050 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02732 FILM NUMBER: 97561981 BUSINESS ADDRESS: STREET 1: 300 LIBERTY ST CITY: PEORIA STATE: IL ZIP: 61602 BUSINESS PHONE: 3096725271 MAIL ADDRESS: STREET 1: 300 LIBERTY STREET CITY: PEORIA STATE: IL ZIP: 61602 DEF 14A 1 DEF 14A 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: ------------------------------------------------------------------------ [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. 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 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.
CLASS OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT STOCK BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - ----------- ------------------------------------ ---------------------- ------------ 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
- -------- (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 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 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 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
ANNUAL LONG-TERM COMPENSATION COMPENSATION --------------------- --------------- ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY LTIP PAYOUTS(1) COMPENSTION(2) - ----------------------------------------- --------- ---------- --------------- ---------------- 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
5 - -------- (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 6 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)
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) - -------------------------- ------------- --------------- ------------ ---------- ------------ 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)
- -------- (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 7 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
YEARS OF SERVICE -------------------------------------------------------- REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS - ------------- --------- --------- ---------- ---------- ---------- $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
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 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 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 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 [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) 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. -----END PRIVACY-ENHANCED MESSAGE-----