Exhibit (a)(9)


                              ILLINOVA CORPORATION
                               BOARD OF DIRECTORS

                                   RESOLUTIONS


         WHEREAS, the continuation of the Retirement Plan for Outside Directors,
except for those  beneficiaries  for whom the rights have already vested through
retirement, is viewed as no longer desirable.

         THEREFORE,  BE IT  RESOLVED,  that the Plan be  terminated  as to those
directors not yet retired,  and that benefits under the Plan continue to be paid
to those otherwise qualified directors who have retired on or before the date of
this resolution; and

         RESOLVED,  that the proper  officers of the Company are  authorized and
directed  to  adopt  a  new  compensation   plan  for  outside   directors,   in
substantially the form presented to the meeting, in which such directors receive
an  annual  award of stock  units  having a value of  $6,000,  to be paid to the
beneficiary  in cash on  retirement  in a lump sum or in  installments,  as such
director may elect,  together with  dividend  equivalents  attributable  to such
stock units; and

         RESOLVED,  that the proper  officers of the Company are  authorized and
directed to make a cash payment to each current  outside  director  equal to the
present value of the payments such director would have  received,  had he or she
retired under the Plan,  based on each such  director's  actual years of service
but not to exceed ten years of service; and

         RESOLVED,  that the proper  officers of the Company are  authorized  to
take all such  further  action as may be  necessary  or  desirable to effect the
purpose and intent of the foregoing resolutions.