Exhibit (a)(10)
 

                             ILLINOIS POWER COMPANY
                               BOARD OF DIRECTORS

                                   RESOLUTIONS

     WHEREAS,  the Company and its Board of Directors  believe it is in the best
interests of the Company to make  certain  modifications  to the Illinois  Power
Company  Employee  Retention Plan (the "Plan") and  Agreements,  to preserve the
original  purpose of the Plan and the  Agreements,  which is to  facilitate  the
retention of the services of motivated officers and employees of the Company and
to clarify certain administrative issues;

     RESOLVED,  that pursuant to the amending authority reserved to the Board of
Directors of the Company,  the Plan and the Employee  Retention  Agreements  are
hereby amended, effective February 7, 1996, in the following respects:

     1.   Employees  in Salary Band 4 who have not entered in separate  Employee
          Retention   Agreements   with  the  Company   shall  be  eligible  for
          participation in the Plan.

     2.   The  definition of "Good Reason" set forth in Section  3(a)(ii) of the
          Plan is hereby expanded to include a reduction in any material element
          of an eligible employee's compensation.

     3.   The  definition of "Change in Control" set forth in Section  3(a)(iii)
          of the Plan and as set forth in the  Agreements is hereby  modified to
          clarify  that the  acquisition  of stock by a trustee of any  employee
          benefit plan maintained by the Company will not be treated as a Change
          in  Control,  and to  clarify  that in no event will a merger or other
          transaction   result  in  a  Change  in  Control   if  the   Company's
          shareholders own at least 80 percent of the surviving entity.
         
     4.   Eligible  employees who are terminated prior to a Change in Control at
          the request of a potential  acquiror  will be  eligible  for Plan,  or
          Agreement, benefits.
         
     5.   The  provision  in Section 2 of the Plan and in the  Agreements  which
          authorizes the Board to determine,  after the fact, that a transaction
          is not a Change in Control is hereby eliminated.

     6.   The  Company,  and its  successors  and  assigns,  waive any  contract
          formation  or other  defenses it may  otherwise  be entitled to assert
          with respect to the Plan.

     RESOLVED, that the proper officers of the Company are hereby authorized and
directed  to do any and all acts and things and to execute  and  deliver any and
all documents or  instruments,  including but not limited to the preparation and
execution of an amended Plan document and of amended  Agreements,  as they shall
deem  necessary  or  appropriate  to carry of the  intent  and  purposes  of the
foregoing resolution.