Exhibit Index (Continued)
Exhibit Description Page Number
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Exhibit Index
Exhibit Page Number
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(3)(i) Articles of Incorporation
Illinova Corporation
(a)(1) Articles of Amendment to the Articles of
Incorporation of Illinova Corporation, filed as
of October 31, 1994. Filed as Exhibit 3(a) to
the Quarterly Report on Form 10-Q under the
Securities Exchange Act of 1934 for the quarter
ended September 30, 1994 (File No. 1-3004). *
(a)(2) Statement of Correction to the Articles of
Incorporation of Illinova Corporation, filed as
of October 31, 1994. Filed as Exhibit 3(b) to
the Quarterly Report on Form 10-Q under the
Securities Exchange Act of 1934 for the quarter
ended September 30, 1994 (File No. 1-3004). *
Illinois Power Company
(b)(1) Amended and Restated Articles of Incorporation
of Illinois Power Company, dated September 7, 1994.
Filed as Exhibit 3(a) to the Current Report on
Form 8-K dated September 7, 1994 (File No. 1-3004). *
(3)(ii) By-Laws
(a) By-laws of Illinova Corporation, as amended
December 14, 1994. Filed as Exhibit 3(b)(2)
to the Annual Report on Form 10-K under
the Securities Exchange Act of 1934 for the
year ended December 31, 1994 (File No. 1-3004). *
(b) By-laws of Illinois Power Company, as amended
December 14, 1994. Filed as Exhibit 3(b)(1)
to the Annual Report on Form 10-K under
the Securities Exchange Act of 1934 for the
year ended December 31, 1994 (File No. 1-3004). *
(4) Instruments Defining Rights of Security Holders,
Including Indentures
Illinova Corporation
(a)(1) See (4)(b) below for instruments defining the rights
of holders of long-term debt of Illinois Power
Company
(a)(2) Indenture dated February 1, 1997, between Illinova
Corporation and The First National Bank of Chicago,
as trustee. 37
Illinois Power Company
(b)(1) Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 2(b) Registration No. 2-14066. *
(b)(2) Supplemental Indenture dated October 1, 1966.
Filed as Exhibit 2(i) Registration No. 2-27783. *
(b)(3) Supplemental Indenture dated May 1, 1974.
Filed as Exhibit 2(v) Registration No. 2-51674. *
(b)(4) Supplemental Indenture dated May 1, 1977.
Filed as Exhibit 2(w) Registration No. 2-59465. *
(b)(5) Supplemental Indenture dated July 1, 1979. Filed
as Exhibit 2 to the Quarterly Report on Form 10-Q
under the Securities Exchange Act of 1934 for the
quarter ended June 30, 1979. *
(b)(6) Supplemental Indenture dated March 1, 1985. Filed
as exhibit 4(a) to the Quarterly Report on Form
10-Q under the Securities Exchange Act of 1934 for
the quarter ended March 31, 1985 (File No. 1-3004). *
(b)(7) Supplemental Indenture No. 1 dated February 1, 1987,
providing for $25,000,000 principal amount of 7 5/8%
First Mortgage Bonds, Pollution Control Series F,
due December 1, 2016. Filed as Exhibit 4(ii) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1986 (File No. 1-3004). *
(b)(8) Supplemental Indenture No. 2 dated February 1, 1987,
providing for $50,000,000 principal amount of 7 5/8%
First Mortgage Bonds, Pollution Control Series G,
due December 1, 2016. Filed as Exhibit 4(jj) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1986 (File No. 1-3004). *
(b)(9) Supplemental Indenture No. 3 dated February 1, 1987,
providing for $75,000,000 principal amount of 7 5/8%
First Mortgage Bonds, Pollution Control Series H,
due December 1, 2016. Filed as Exhibit 4(kk) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1986 (File No. 1-3004). *
(b)(10) Supplemental Indenture dated July 1, 1987, providing
for $33,755,000 principal amount of 8.30% First
Mortgage Bonds, Pollution Control Series I, due
April 1, 2017. Filed as Exhibit 4(ll) to the Annual
Report on Form 10-K under the Securities Exchange
Act of 1934 for the year ended December 31, 1987
(File No. 1-3004). *
(b)(11) Supplemental Indenture dated December 13, 1989,
providing for $300,000,000 principal amount of
Medium-Term Notes, Series A. Filed as Exhibit 4(nn)
to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1989 (File No. 1-3004). *
(b)(12) Supplemental Indenture dated July 1, 1991, providing
for $84,710,000 principal amount of 7 3/8% First
Mortgage Bonds due July 1, 2021. Filed as Exhibit
4(mm) to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1991 (File No. 1-3004). *
(b)(13) Supplemental Indenture No. 1 dated June 1, 1992.
Filed as Exhibit 4(nn) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1992
(File No. 1-3004). *
(b)(14) Supplemental Indenture No. 2 dated June 1, 1992.
Filed as Exhibit 4(oo) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1992
(File No. 1-3004). *
(b)(15) Supplemental Indenture No. 1 dated July 1, 1992.
Filed as Exhibit 4(pp) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1992
(File No. 1-3004). *
(b)(16) Supplemental Indenture No. 2 dated July 1, 1992.
Filed as Exhibit 4(qq) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1992
(File No. 1-3004). *
(b)(17) Supplemental Indenture dated September 1, 1992,
providing for $72,000,000 principal amount of 6 1/2%
First Mortgage Bonds due September 1, 1999. Filed
as Exhibit 4(rr) to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1992
(File No. 1-3004). *
(b)(18) General Mortgage Indenture and Deed of Trust dated
as of November 1, 1992. Filed as Exhibit 4(cc) to
the Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December
31, 1992 (File No. 1-3004). *
(b)(19) Supplemental Indenture dated February 15, 1993, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(dd) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1992 (File No. 1-3004). *
(b)(20) Supplemental Indenture dated February 15, 1993, to
General Mortgage Indenture and Deed of Trust dated as
of November 1, 1992. Filed as Exhibit 4(ee) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1992 (File No. 1-3004). *
(b)(21) Supplemental Indenture No. 1 dated March 15, 1993,
to Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(ff) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1992 (File No. 1-3004). *
(b)(22) Supplemental Indenture No. 1 dated March 15, 1993,
to General Mortgage Indenture and Deed of Trust
dated as of November 1, 1992. Filed as Exhibit
4(gg) to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1992 (File No. 1-3004). *
(b)(23) Supplemental Indenture No. 2 dated March 15, 1993,
to Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(hh) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1992 (File No. 1-3004). *
(b)(24) Supplemental Indenture No. 2 dated March 15, 1993,
to General Mortgage Indenture and Deed of Trust
dated as of November 1, 1992. Filed as Exhibit
4(ii) to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1992 (File No. 1-3004). *
(b)(25) Supplemental Indenture dated July 15, 1993, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(jj) to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993
(File No. 1-3004). *
(b)(26) Supplemental Indenture dated July 15, 1993, to
General Mortgage Indenture and Deed of Trust
dated as of November 1, 1992. Filed as Exhibit
4(kk)to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993 (File No. 1-3004). *
(b)(27) Supplemental Indenture dated August 1, 1993, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(ll) to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993
(File No. 1-3004). *
(b)(28) Supplemental Indenture dated August 1, 1993, to
General Mortgage Indenture and Deed of Trust
dated as of November 1, 1992. Filed as Exhibit
4(mm) to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993 (File No. 1-3004). *
(b)(29) Supplemental Indenture dated October 15, 1993, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(nn) to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993
(File No. 1-3004). *
(b)(30) Supplemental Indenture dated October 15, 1993, to
General Mortgage Indenture and Deed of Trust dated
as of November 1, 1992. Filed as Exhibit 4(oo) to
the Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 1-3004). *
(b)(31) Supplemental Indenture dated November 1, 1993, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(pp) to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993
(File No. 1-3004). *
(b)(32) Supplemental Indenture dated November 1, 1993, to
General Mortgage Indenture and Deed of Trust dated
as of November 1, 1992. Filed as Exhibit 4(qq) to
the Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 1-3004). *
(b)(33) Supplemental Indenture dated February 1, 1994, to
Mortgage and Deed of Trust dated November 1, 1943.
Filed as Exhibit 4(hh) to the Annual Report on
Form 10-K under the Securities Exchange Act of 1934
for the year ended December 31, 1993
(File No. 1-3004). *
(b)(34) Indenture dated October 1, 1994 between Illinois
Power Company and the First National Bank of
Chicago. Filed as Exhibit 4(a) to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1994 (File No. 1-3004). *
(b)(35) Supplemental Indenture dated October 1, 1994, to
Indenture dated as of October 1, 1994. Filed as
Exhibit 4(b) to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1994
(File No. 1-3004). *
(b)(36) Indenture dated January 1, 1996 between Illinois
Power Company and Wilmington Trust Company. Filed
as Exhibit 4(b)(36) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1995 (File No. 1-3004). *
(b)(37) First Supplemental Indenture dated January 1, 1996,
between Illinois Power Company and Wilmington Trust
Company. Filed as Exhibit 4(b)(37) to the Annual
Report on Form 10-K under the Securities Exchange
Act of 1934 for the year ended December 31, 1995
(File No. 1-3004). *
(10) Material Contracts
Illinova Corporation
(a)(1) Illinova Corporation Deferred Compensation Plan
for Certain Directors, as amended April 10, 1991.
Filed as Exhibit 10(b) to the Annual Report on
Form 10-K under the Securities Exchange Act of
1934 for the year ended December 31, 1991
(File No. 1-3004).~ *
(a)(2) Illinova Corporation Director Emeritus Plan for
Outside Directors. Filed as Exhibit 10(e) to
the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year
ended December 31, 1989 (File No. 1-3004).~ *
(a)(3) Illinova Corporation Stock Plan for Outside
Directors as amended and restated by the Board of
Directors on April 9, 1992 and as further amended
April 14, 1993. Filed as Exhibit 10(h) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December
31, 1993 (File No. 1-3004).~ *
(a)(4) Illinova Corporation Retirement Plan for Outside
Directors, as amended through December 11, 1991.
Filed as Exhibit 10(j) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1991 (File No. 1-3004).~ *
(a)(5) Illinova Corporation 1992 Long-Term Incentive
Compensation Plan. Filed as Exhibit 10(k) to the
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992 (File No. 1-3004).~ *
(a)(6) Illinova Corporation Comprehensive Deferred Stock
Plan for Outside Directors, as approved by the Board
of Directors on February 7, 1996. Filed as Exhibit 10
(a)(6) to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1995 (File No. 1-3004).~ *
(a)(7) Form of Employee Retention Agreement in place between
Illinova Corporation and its elected officers,
Illinois Power Company's elected officers, and the
Presidents of Illinova Corporation's subsidiaries.
Filed as Exhibit 10(g) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1989 (File no. 1-3004). *
Illinois Power Company
(b)(1) Group Insurance Benefits for Managerial Employees
of Illinois Power Company as amended January 1, 1983.
Filed as Exhibit 10(a) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1983 (File No. 1-3004).~ *
(b)(2) Illinois Power Company Incentive Savings Trust and
Illinois Power Company Incentive Savings Plan and
Amendment I thereto. Filed as Exhibit 10(d) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1984 (File No. 1-3004).~ *
(b)(3) Illinois Power Company's Executive Incentive
Compensation Plan. Filed as Exhibit 10(f) to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1989 (File No. 1-3004).~ *
(b)(4) Illinois Power Company Incentive Savings Plan, as
amended and restated effective January 1, 1991.
Filed as Exhibit 10(h) to the Annual Report on
Form 10-K under the Securities Exchange Act of
1934 for the year ended December 31, 1990
(File No. 1-3004).~ *
(b)(5) Retirement and Consulting Agreement entered into
as of June 1, 1991 between Illinois Power Company
and Wendell J. Kelley. Filed as Exhibit 10(I) to
the Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December 31,
1991 (File No. 1-3004).~ *
(b)(6) Illinois Power Company Executive Deferred
Compensation Plan. Filed as Exhibit 10(l) to
the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year
ended December 31, 1993. (File No. 1-3004)~ *
(b)(7) Illinois Power Company Retirement Income Plan for
salaried employees as amended and restated effective
January 1, 1989, as further amended through January
1, 1994. Filed as Exhibit 10(m) to the Annual Report
on Form 10-K under the Securities Exchange Act of
1934 for the year ended December 31, 1994
(File No. 1-3004).~ *
(b)(8) Illinois Power Company Retirement Income Plan for
employees covered under a collective bargaining
agreement as amended and restated effective as of
January 1, 1994. Filed as Exhibit 10(n)to the Annual
Report on Form 10-K under the Securities Exchange Act
of 1934 for the year ended December 31, 1994
(File No. 1-3004).~ *
(b)(9) Illinois Power Company Incentive Savings Plan as
amended and restated effective January 1, 1991 and
as further amended through amendments adopted
December 28, 1994. Filed as Exhibit 10(o)to the
Annual Report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended December
31, 1994 (File No. 1-3004).~ *
(b)(10) Illinois Power Company Incentive Savings Plan for
employees covered under a collective bargaining
agreement as amended and restated effective January
1, 1991 and as further amended through amendments
adopted December 28, 1994. Filed as Exhibit 10(p)
to the Annual Report on Form 10-K under the
Securities Exchange Act of 1934 for the year ended
December 31, 1994 (File No. 1-3004).~ *
(12) Statement Re Computation of Ratios
(a) Computation of ratio of earnings to fixed
charges for Illinova Corporation. 107
(b) Computation of ratio of earnings to fixed
charges for Illinois Power Company. 108
(13) Annual Reports to Shareholders
(a) Illinova Corporation Proxy Statement and 1996
Annual Report to Shareholders. 109
(b) Illinois Power Company Information Statement
and 1996 Annual Report to Shareholders. 157
(21) Subsidiaries of Registrants
(a) Subsidiaries of Illinova Corporation and Illinois
Power Company. 205
(23) Consents of Experts
Consent of Independent Accountants for Illinova
Corporation. 207
(27) Financial Data Schedules
(a) Illinova Corporation
(b) Illinois Power Company
______________________________________
* Incorporated herein by reference.
~ Management contract and compensatory plans or arrangements.