Exhibit 4.4
                             ILLINOIS POWER COMPANY

                                       TO

                         HARRIS TRUST AND SAVINGS BANK,

                                   as Trustee

                               ------------------


                          SUPPLEMENTAL INDENTURE NO. 1

                            DATED AS OF JULY 15, 1999

                                       TO

                  GENERAL MORTGAGE INDENTURE AND DEED OF TRUST

                          DATED AS OF NOVEMBER 1, 1992

                                       99


Supplemental  Indenture  No.  1 dated  as of July 15,  1999  (the  "Supplemental
Indenture No. 1"), made by and between  ILLINOIS  POWER  COMPANY,  a corporation
organized and existing under the laws of the State of Illinois (the  "Company"),
party of the first  part,  and HARRIS  TRUST AND  SAVINGS  BANK,  a  corporation
organized and existing under the laws of the State of Illinois (the  "Trustee"),
as Trustee  under the General  Mortgage  indenture and Deed of Trust dated as of
November 1, 1992, hereinafter mentioned, party of the second part;

         WHEREAS,  the Company has heretofore executed and delivered its General
Mortgage  Indenture  and  Deed of  Trust  dated  as of  November  1,  1992  (the
"Indenture"),  to the  Trustee,  for the  security  of the Bonds of the  Company
issued and to be issued thereunder (the "Bonds"); and

         WHEREAS,  pursuant to the terms and  provisions of the Indenture  there
were created and  authorized  by  Supplemental  Indentures  thereto  bearing the
following  dates,  respectively,  the New  Mortgage  Bonds of the series  issued
thereunder and respectively identified opposite such dates:

Date of Supplemental   Identification
    Indenture             of Series                                  Called
- ------------------     --------------                                 ------
February 15, 1993    8% Series due 2023          Bonds of the 2023 Series
March 15, 1993       6 1/8% Series due 2000      Bonds of the 2000 Series
March 15, 1993       6 3/4% Series due 2005      Bonds of the 2005 Series
July 15, 1993        7 1/2% Series due 2025      Bonds of the 2025 Series
August 1, 1993       6 1/2% Series due 2003      Bonds of the First 2003 Series
October 15, 1993     5 5/8% Series due 2000      Bonds of the Second 2000 Series
November 1, 1993     Pollution Control Series M  Bonds of the Pollution Control
                                                 Series M
November 1, 1993     Pollution Control Series N  Bonds of the Pollution Control
                                                 Series N
November 1, 1993     Pollution Control Series O  Bonds of the Pollution Control
                                                 Series O
April 1, 1997        Pollution Control Series P  Bonds of the Pollution Control
                                                 Series P
April 1, 1997        Pollution Control Series Q  Bonds of the Pollution Control
                                                 Series Q
April 1, 1997        Pollution Control Series R  Bonds of the Pollution Control
                                                 Series R
March 1, 1998        Pollution Control Series S  Bonds of the Pollution Control
                                                 Series S
March 1, 1998        Pollution Control Series T  Bonds of the Pollution Control
                                                 Series T
July 15, 1998        6 1/4% Series due 2002      Bonds of the 2002 Series
September 15, 1998   6% Series due 2003          Bonds of the Second 2003 Series
June 15, 1999        7.50% Series due 2009       Bonds of the 2009 Series

         WHEREAS,  the  Company  desires  to create a new  series of Bonds to be
issued under the Indenture, to be known as New Mortgage Bonds, Pollution Control
Series U (the "Pollution Control Series U Bonds"); and

         WHEREAS,  the Company will deliver the Pollution Control Series U Bonds
to, and register  them in the name of, Harris Trust and Savings Bank, as trustee
under  the  Indenture  of Trust  dated as of June 1,  1992  (the  "Revenue  Bond
Indenture"),   between  the  Illinois   Development   Finance   Authority   (the
"Authority") and Harris Trust and Savings Bank, as Trustee,  in substitution for
the Company's First Mortgage Bonds,  Pollution  Control Series K, as provided in
Section  4.2 of the Loan  Agreement  dated as of June 1, 1992 by and between the
Authority and the Company;

         WHEREAS,  the  Company,  in the  exercise  of the powers and  authority
conferred  upon and reserved to it under the  provisions of the  Indenture,  and
pursuant to appropriate resolutions of the Board of Directors, has duly resolved
and  determined  to make,  execute  and  deliver to the  Trustee a  Supplemental
Indenture in the form hereof for the purposes herein provided; and

                                      100


         WHEREAS,  all  conditions  and  requirements  necessary  to  make  this
Supplemental  Indenture No. 1 a valid,  binding and legal  instrument  have been
done, performed and fulfilled and the execution and delivery hereof have been in
all respects duly authorized;

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH:

         THAT  Illinois  Power  Company,  in  consideration  of the purchase and
ownership from time to time of the Bonds and the service by the Trustee, and its
successors, under the Indenture and of One Dollar to it duly paid by the Trustee
at or before the ensealing and delivery of these  presents,  the receipt whereof
is hereby acknowledged,  hereby covenants and agrees to and with the Trustee and
its  successors in the trust under the  Indenture,  for the benefit of those who
shall hold the Bonds as follows:


                                   ARTICLE I.

                DESCRIPTION OF POLLUTION CONTROL SERIES U BONDS.

         SECTION 1. The Company hereby creates a new series of Bonds to be known
as "New Mortgage  Bonds,  Pollution  Control  Series U." The  Pollution  Control
Series U Bonds shall be executed, authenticated and delivered in accordance with
the  provisions  of, and shall in all  respects be subject to, all of the terms,
conditions and covenants of the Indenture, as supplemented and modified.

         The  Pollution  Control  Series U Bonds  shall be dated as  provided in
Section 3.03 of Article  Three of the  Indenture,  and the  commencement  of the
first  interest  period shall be the date of  issuance.  All  Pollution  Control
Series U Bonds shall mature on February 1, 2024,  and shall bear interest at the
rate of five and seven-tenths per cent (5.70%) per annum, payable  semi-annually
on February 1 and August 1 in each year.  The Pollution  Control  Series U Bonds
shall be payable as to  principal  and  interest  in any coin or currency of the
United States of America which at the time of payment is legal tender for public
and private debts,  and shall be payable (as well the interest and the principal
thereof)  at the agency of the  Company in the City of  Chicago,  Illinois.  The
person in whose name the Pollution  Control Series U Bonds are registered at the
close of business on any record date (as  hereinafter  defined)  with respect to
any interest  payment date shall be entitled to receive the interest  payable on
such interest  payment date  notwithstanding  the cancellation of such Pollution
Control  Series U Bonds upon any transfer or exchange  subsequent  to the record
date and prior to such interest payment date; provided,  however, that if and to
the extent the Company  shall default in the payment of the interest due on such
interest  payment date,  such  defaulted  interest  shall be paid as provided in
Section 3.07 of the Indenture.

         The term  "record  date" as used in this  Section  with  respect to any
interest  payment date shall mean the January 15 or July 15, as the case may be,
next preceding the semi-annual  interest payment date, or, if such January 15 or
July 15, shall be a legal holiday or a day on which banking  institutions in the
City of  Chicago,  Illinois,  are  authorized  by law to  close,  then  the next
preceding  day  which  shall  not be a  legal  holiday  or a day on  which  such
institutions are so authorized to close.

         SECTION 2. The Pollution Control Series U Bonds shall be issued only as
registered Bonds without coupons of the denomination of $5,000,  or any integral
multiple of $5,000, appropriately numbered. Pollution Control Series U Bonds may
be exchanged,  upon surrender thereof,  at the agency of the Company in the City
of Chicago,  Illinois, for one or more Pollution Control Series U Bonds of other
authorized  denominations,  for the same aggregate principal amount,  subject to
the terms and conditions set forth in the Indenture.

                                      101


         Pollution  Control  Series  U Bonds  may be  exchanged  or  transferred
without  expense to the registered  owner thereof except that any taxes or other
governmental  charges  required  to be paid with  respect  to such  transfer  or
exchange  shall be paid by the  registered  owner  requesting  such  transfer or
exchange as a condition precedent to the exercise of such privilege.

         SECTION  3. The  Pollution  Control  Series U Bonds  and the  Trustee's
Certificate of  Authentication  shall be  substantially  in the following  forms
respectively:


                             [FORM OF FACE OF BOND]

                             ILLINOIS POWER COMPANY
             (Incorporated under the laws of the State of Illinois)

                  NEW MORTGAGE BOND, POLLUTION CONTROL SERIES U

No.                                 $35,615,000

     ILLINOIS POWER COMPANY, a corporation organized and existing under the laws
of the State of Illinois (the "Company,"  which term shall include any successor
corporation  as defined in the  Indenture  hereinafter  referred  to), for value
received,  hereby  promises  to pay to . . . . . . or  registered  assigns,  the
principal  sum of  Thirty-Five  Million Six  Hundred  Fifteen  Thousand  Dollars
($35,615,000)  on February 1, 2024, in any coin or currency of the United States
of America  which at the time of payment is legal  tender for public and private
debts,  and to pay  interest  thereon in like coin or currency  from the date of
issuance,  payable semi-annually on February 1 and August 1 in each year, at the
rate of five and  seven-tenths  per cent (5.70%) per annum,  until the Company's
obligation  with respect to the payment of such principal shall be discharged as
provided in the Indenture hereinafter mentioned.  The interest so payable on any
February  1 or August 1 will,  subject  to certain  exceptions  provided  in the
Supplemental  Indenture  No. 1 of July 15, 1999,  be paid to the person in whose
name  this New  Mortgage  Bond is  registered  at the close of  business  on the
immediately  preceding January 15 or July 15, as the case may be. Both principal
of, and  interest  on, this New  Mortgage  Bond are payable at the agency of the
Company in the City of Chicago, Illinois.

         This New Mortgage  Bond shall not be entitled to any benefit  under the
Indenture or any indenture  supplemental  thereto, or become valid or obligatory
for any purpose,  until the form of certificate  endorsed hereon shall have been
signed by or on behalf of Harris Trust and Savings  Bank,  the Trustee under the
Indenture, or a successor trustee thereto under the Indenture (the "Trustee").

         The  provisions  of this New Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                      Illinois Commerce Commission No. 6121

                                      102


         IN WITNESS WHEREOF, Illinois Power Company has caused this New Mortgage
Bond  to be  signed  (manually  or by  facsimile  signature)  in its  name by an
Authorized  Executive  Officer,  as defined in the Indenture,  and its corporate
seal (or a facsimile  thereof) to be hereto affixed and attested (manually or by
facsimile  signature)  by an  Authorized  Executive  Officer,  as defined in the
Indenture.

Dated: July __, 1999                              ILLINOIS POWER COMPANY


                                                  By:
                                                    ----------------------------
                                                    Authorized Executive Officer

(Corporate Seal)

ATTEST:


- -------------------------------
   Authorized Executive Officer



                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This New  Mortgage  Bond is one of the Bonds of the  series  designated
therein  referred to in the  within-mentioned  Indenture dated as of November 1,
1992 and the Supplemental Indenture No. 1 of July 15, 1999.


                                                  HARRIS TRUST AND SAVINGS BANK,
                                                     Trustee


                                                  By:
                                                     ---------------------------
                                                     Authorized Signatory


                            [FORM OF REVERSE OF BOND]

         This New Mortgage  Bond is one of a duly  authorized  issue of Bonds of
the Company (the "Bonds") in unlimited aggregate principal amount, of the series
hereinafter specified,  all issued and to be issued under and equally secured by
a General Mortgage  Indenture and Deed of Trust (the  "Indenture"),  dated as of
November 1, 1992,  executed by the Company to Harris Trust and Savings Bank (the
"Trustee"),  as Trustee,  to which  Indenture  and all  indentures  supplemental
thereto  reference is hereby made for a description of the properties  mortgaged
and pledged,  the nature and extent of the  security,  the rights of  registered
owners of the Bonds and of the  Trustee  in respect  thereof,  and the terms and
conditions  upon which the Bonds are, and are to be,  secured.  The Bonds may be
issued in series, for various principal sums, may mature at different times, may
bear  interest  at  different  rates and may  otherwise  vary as provided in the
Indenture.  This New  Mortgage  Bond is one of a series  designated  as the "New
Mortgage Bonds,  Pollution  Control Series U" (the  "Pollution  Control Series U
Bonds") of the Company,  unlimited in aggregate  principal amount,  issued under
and secured by the Indenture and described in supplemental indenture no. 1 dated
as of July 15,  1999  (the  "Supplemental  Indenture  No. 1 of July 15,  1999"),
between the Company and the Trustee, supplemental to the Indenture.

                                      103


         The Pollution  Control  Series U Bonds are subject to redemption at any
time or from time to time on or after February 1, 2004 and prior to maturity, at
the option of the Company,  either as a whole or in part by lot, upon payment of
the following percentages of the principal amounts thereof;

         If redeemed during the twelve month period beginning with the first day
of February in the year:

         (The years and the  percentages  of  principal  amount set forth in the
         table in Section 1 of Article III in the  Supplemental  Indenture No. 1
         of July 15, 1999 are to be inserted here.)

together,  in each case,  with accrued  interest to the  redemption  date,  upon
notice given by mail,  postage  prepaid (such mailing to be not less than thirty
days before the redemption date) to the registered owners of such Bonds at their
addresses as the same shall appear,  if at all, on the transfer  register of the
Company,  all  subject  to the  conditions  and as more  fully  set forth in the
Indenture and Supplemental Indenture No. 1 of July 15, 1999.

         The Pollution  Control Series U Bonds are also subject to redemption in
accordance with the terms of Sections 2 and 3 of Article III in the Supplemental
Indenture No. 1 of July 15, 1999.

         If this  New  Mortgage  Bond  or any  portion  thereof  is  called  for
redemption  and payment duly  provided,  this New Mortgage  Bond or such portion
shall be deemed to be redeemed  and cease to bear  interest on or after the date
fixed for such redemption.

         In case an Event of Default, as defined in the Indenture,  shall occur,
the principal of all the Bonds at any such time outstanding  under the Indenture
may be declared or may become due and payable,  upon the  conditions  and in the
manner and with the effect  provided in the  Indenture.  The Indenture  provides
that such declaration may be rescinded under certain circumstances.

         No  recourse  shall be had for the  payment  of the  principal  of,  or
premium or interest on this New Mortgage  Bond, or for any claim based hereon or
on  the  Indenture  or  any   indenture   supplemental   thereto,   against  any
incorporator,  or against any stockholder,  director or officer,  as such, past,
present  or  future,  of  the  Company,  or  of  any  predecessor  or  successor
corporation,  either directly or through the Company or any such  predecessor or
successor  corporation,  either  directly  or  through  the  Company or any such
predecessor  or successor  corporation,  whether by virtue of any  constitution,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise,  all such  liability,  whether  at  common  law,  in  equity,  by any
constitution,   statute,   rule  of  law,  or   otherwise,   of   incorporators,
stockholders,  directors or officers being released by every owner hereof by the
acceptance  of this New Mortgage Bond and as part of the  consideration  for the
issue  hereof,  and  being  likewise  released  by the  terms of the  Indenture;
provided,  however,  that nothing  herein or in the  Indenture or any  indenture
supplemental  thereto  contained shall prevent the enforcement of the liability,
if any, of any  stockholder or subscriber to capital stock upon or in respect of
shares of capital stock not fully paid up.

                                      104


                                   ARTICLE II.

                   ISSUE OF POLLUTION CONTROL SERIES U BONDS.

     SECTION  1.  The  Company   hereby   exercises  the  right  to  obtain  the
authentication  of $35,615,000  principal amount of additional Bonds pursuant to
the terms of Section 4.02 of the Indenture.  All such additional  Bonds shall be
Pollution Control Series U Bonds.

     SECTION 2. Such Pollution  Control Series U Bonds may be authenticated  and
delivered prior to the filing for recordation of this Supplemental Indenture No.
1.

                                  ARTICLE III.

                                   REDEMPTION.

     SECTION  1. The  Pollution  Control  Series U Bonds  shall,  subject to the
provisions of Article Five of the Indenture,  be redeemable  upon the concurrent
redemption of bonds issued under the Revenue Bond  Indenture at any time or from
time to time on or after February 1, 2004, and prior to maturity,  at the option
of the Board of Directors  of the Company,  either as a whole or in part by lot,
at the  percentages of the principal  amount thereof  specified in the following
table together, in each case, with accrued interest to the redemption date:

                                                         Redemption
         Redemption Dates (inclusive)                       Price

         February 1, 2004 through January 31, 2005           102%
         February 1, 2005 through January 31, 2006           101%
         February 1, 2006 and thereafter                     100%

         SECTION 2.  Pollution  Control  Series U Bonds shall be  redeemable  in
whole at the option of the Board of Directors  of the Company  prior to maturity
at a  redemption  price  equal to 100% of the  principal  amount  plus  interest
thereon  accrued to the date fixed for  redemption,  whenever the Company  shall
file the  required  resolution  with the  Authority  and the  trustee  under the
Revenue Bond Indenture,  such resolution as required by the terms of the Revenue
Bond  Indenture,  stating  that one or more of the  following  events shall have
occurred:

                  (a) Damage or destruction to the Company's Clinton  Generating
         Station near  Clinton,  Illinois  (the  "Plant"),  or the air and water
         pollution control,  sewage and solid waste disposal  facilities located
         at the Plant,  which  include among other  things,  sanitary  treatment
         facilities,  water pollution  control  facilities,  and certain liquid,
         gaseous and solid radioactive waste treatment  facilities together with
         certain  miscellaneous  facilities which are  functionally  related and
         subordinate  thereto (the "Project") to such extent that in the opinion
         of the Company's Board of Directors  (expressed in a resolution)  filed
         with the Authority  and the trustee  under the Revenue Bond  Indenture,
         (1) the Plant or the Project,  as the case may be, cannot reasonably be
         repaired,  rebuilt  or  restored  within a period of six  months to its
         condition immediately preceding such damage or destruction,  or (2) the
         Company is thereby  prevented from carrying on its normal  operation at
         the Plant for a period of six months; or

                  (b)  Loss  of  title  to or use of a  substantial  part of the
         Company's Plant or the Project as a result of the exercise of the power
         of eminent  domain  which,  in the  opinion of the  Company's  Board of
         Directors (expressed in a resolution ) filed with the Authority and the
         trustee  under the  Revenue  Bond  Indenture,  results  or is likely to
         result in the Company

                                      105


          being thereby prevented from carrying on its normal operations therein
          for period of six months; or

                  (c) A change in the  Constitution of Illinois or of the United
         States of America or  legislative  or  administrative  action  (whether
         local,  state or Federal) or a final  decree,  judgment or order of any
         court or  administrative  body (whether local,  state or Federal) which
         causes  the  Loan  Agreement  dated  as of June  1,  1992  between  the
         Authority  and  the  Company  (the   "Agreement")  to  become  void  or
         unenforceable  or impossible  of  performance  in  accordance  with the
         intent and purpose of the parties as expressed  therein or unreasonable
         burdens or excessive  liabilities  to be imposed upon the  Authority or
         the Company with  respect to the Plant or the Project or the  operation
         thereof; or

                  (d) Any event occurs  which,  in the opinion of the  Company's
         Board of Directors  (expressed in a resolution)  renders the Project or
         the Plant so uneconomical that it is abandoned.

Any such  redemption  under this  Section 2 shall be on any date  within 90 days
from the time the Company  files such required  resolution  and directs that the
Pollution  Control  Series U Bonds are to be redeemed,  which  direction must be
given,  if at all, within 180 days following the occurrence of one of the events
listed in (a) through (d) of this Section 2.

         SECTION  3. If a  Determination  of  Taxability  as  defined in Section
301(c) of the Revenue Bond Indenture occurs, then the Pollution Control Series U
Bonds shall be  redeemed  in whole or in part by the  Company  prior to maturity
upon the terms and  conditions  set forth in Section  301(c) of the Revenue Bond
Indenture.

         SECTION 4. For the  purposes of Section 3 of this Article III, a demand
form the trustee under the Revenue Bond Indenture shall be executed on behalf of
such trustee by its  President or a Vice  President or a Trust Officer and shall
be deemed  received by the Trustee when delivered at its Corporate  trust office
in Chicago,  Illinois.  The Trustee may be conclusively  rely as to the truth of
the statements contained therein, upon any such demand.

         SECTION 5. Subject to the  provisions of Article Five of the Indenture,
notice of  redemption of Pollution  Control  Series U Bonds shall be sent by the
Company by certified mail,  postage prepaid,  at least thirty (30) days prior to
the date fixed for redemption,  to the registered  owners of such Bonds at their
addresses as the same shall appear,  if at all, on the transfer  register of the
Company.  Any notice  which is mailed in the  manner  herein  provided  shall be
conclusively presumed to have been duly given whether or not the holders receive
such notice,  but failure to give notice by mail,  or any defect in such notice,
to the holder of any such Bonds  designated  for  redemption in whole or in part
shall not affect the validity of the redemption of any other such Bond.


                                   ARTICLE IV.

                              ADDITIONAL COVENANTS.

         The Company hereby covenants and agrees that:

         SECTION  1.  So long  as any  Pollution  Control  Series  U  Bonds  are
outstanding,  in the event all or substantially  all of the electric  properties
shall have been released as an entirety from the lien of the  Indenture pursuant

                                      106


to Section 8.03 or Section 8.07 of Article Eight of the  Indenture,  the Company
will,  at any time or from time to time within six months after the date of such
release,  retire Bonds outstanding under the Indenture in an aggregate principal
amount equal to the fair value of the electric  properties so released  pursuant
to Section 8.03 of Article Eight of the  Indenture,  as stated in the engineer's
certificate  required by Section  8.03(a)(iii)  of said Article  Eight,  and the
proceeds of the electric properties so released pursuant to Section 8.07 of said
Article Eight. Such retirement of Bonds shall be effected by causing the Trustee
to purchase or redeem  Bonds,  pursuant to Section 8.06 of Article  Eight of the
Original  Indenture,  out of any moneys  deposited with the Trustee  pursuant to
Sections  8.03(a)(iv)  and 8.07 of  Article  Eight of the  Indenture  upon  such
release.

The Bonds to be so retired on or after,  but only on or after  February 1, 2004,
shall  include a principal  amount of  Pollution  Control  Series U Bonds which,
computed to the nearest $5,000,  bears the same ratio to the aggregate principal
amount  of all  Bonds  so  retired  as the  aggregate  principal  amount  of all
Pollution Control Series U Bonds  outstanding  immediately prior to such release
bears to the aggregate principal amount of all Bonds then outstanding.

         SECTION  2.  All  Pollution  Control  Series U Bonds  delivered  to the
Trustee or purchased or redeemed  pursuant to this Article  shall be canceled by
the Trustee, which shall deliver them to the Company. Pollution Control Series U
Bonds so  canceled  shall not be  reissued,  and no  additional  Bonds  shall be
authenticated  and  delivered  in  substitution  therefor  and  no  property  or
obligations  shall be released or cash withdrawn or reduced under the provisions
of the Indenture on the basis thereof.

                                   ARTICLE V.

                                  THE TRUSTEE.

         The Trustee hereby accepts the trusts hereby declared and provided, and
agrees to perform the same upon the terms and  conditions  in the  Indenture set
forth and upon the following terms and conditions:

                  The Trustee shall not be responsible in any manner  whatsoever
         for or in respect of the validity or sufficiency  of this  Supplemental
         Indenture No. 1 or the due execution hereof by the Company or for or in
         respect of the recitals  contained  herein,  all of which  recitals are
         made by the  Company  solely.  In  general,  each  and  every  term and
         condition  contained in Article Eleven of the Indenture  shall apply to
         this Supplemental  Indenture No. 1 with the same force and effect as if
         the same were herein set forth in full, with such omissions, variations
         and  modifications  thereof  as may be  appropriate  to make  the  same
         conform to this Supplemental Indenture No. 1.

                                   ARTICLE VI.

                            MISCELLANEOUS PROVISIONS.

     This  Supplemental  Indenture No. 1 may be  simultaneously  executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original,  but such counterparts shall together  constitute but one and the same
instrument.

                                      107


         IN WITNESS WHEREOF, Illinois Power Company has caused this Supplemental
Indenture No. 1 to be executed on its behalf by an Authorized  Executive Officer
as defined in the  Indenture,  and its corporate  seal to be hereto  affixed and
said seal and this Indenture to be attested by an Authorized  Executive  Officer
as defined in the Indenture; and said Harris Trust and Savings Bank, in evidence
of its acceptance of the trust hereby  created,  has caused this Indenture to be
executed on its behalf by its  President or one of its Vice  Presidents  and its
corporate  seal to be  hereto  affixed  and said seal and this  Indenture  to be
attested by its  Secretary or one of its  Assistant  Secretaries,  all as of the
date first written above.

                                                  ILLINOIS POWER COMPANY



                                          By
                                          --------------------------------------
                                              Robert A. Schultz
                                              Vice President -- Finance


(CORPORATE SEAL)


ATTEST:



- -----------------------------
Leah Manning Stetzner
Corporate Secretary


                                          HARRIS TRUST AND SAVINGS BANK, Trustee



                                          By
                                            ------------------------------------
                                              J. Bartolini
                                              Vice President


(CORPORATE SEAL)


ATTEST:



- ----------------------------
C. Potter
Assistant Secretary

                                      108


STATE OF ILLINOIS    )
                     )SS.:
COUNTY OF MACON      )

         BE IT  REMEMBERED,  that on this ___ day of July  1999,  before me, the
undersigned,  a Notary  Public  within and for the  County and State  aforesaid,
personally  came Robert A.  Schultz,  Vice  President--Finance  and Leah Manning
Stetzner,  Corporate  Secretary,  of Illinois Power Company,  a corporation duly
organized,  incorporated  and existing  under the laws of the State of Illinois,
who are personally known to me to be such officers, and who are personally known
to me to be the same persons who executed as such officers the within instrument
of writing,  and such persons  duly  acknowledged  that they signed,  sealed and
delivered the said  instrument as their free and voluntary act as such officers,
and as the free and voluntary  act of said  Illinois  Power Company for the uses
and purposes therein set forth.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year last above written.



                                           -------------------------------------
                                           Notary Public, Macon County, Illinois

My Commission Expires _______________.

(NOTARIAL SEAL)



STATE OF ILLINOIS    )
                     )SS.:
COUNTY OF COOK       )

         BE IT REMEMBERED,  that on this ____ day of July, 1999,  before me, the
undersigned,  a Notary  Public  within and for the  County and State  aforesaid,
personally came J. Bartolini, Vice President and C. Potter, Assistant Secretary,
of Harris Trust and Savings Bank, a corporation duly organized, incorporated and
existing under the laws of the State of Illinois, who are personally known to me
to be the same persons who executed as such  officers the within  instrument  of
writing,  and such  persons  duly  acknowledged  that they  signed,  sealed  and
delivered the said  instrument as their free and voluntary act as such officers,
and as the free and  voluntary act of said Harris Trust and Savings Bank for the
uses and purposes therein set forth.

         IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed my
official seal on the day and year last above written.


                                            ------------------------------------
                                            Notary Public, Cook County, Illinois

My Commission Expires: ___________

(NOTARIAL SEAL)

                                      109


Return To:                                  This Instrument Was Prepared By:

    ILLINOIS POWER COMPANY                      SCHIFF HARDIN & WAITE
    Real Estate Dept. F-14                      6600 Sears Tower
    500 S. 27th Street                          233 South Wacker Drive
    Decatur, IL 62525                           Chicago, IL 60606

                                      110