Exhibit 4.6 IP Supplemental Indenture dated March 1, 2007


    Exhibit
      4.6

    


    When
      Recorded Mail to:

    Illinois
      Power Company

    Craig
      W.
      Stensland

    One
      Ameren Plaza (MC 1310)

    1901
      Chouteau Avenue

    St.
      Louis, MO 63103

    


    


    
      
        

      

       

    

    ILLINOIS
      POWER COMPANY

     

    TO

     

    BNY
      MIDWEST TRUST COMPANY,

     

    AS
      SUCCESSOR TRUSTEE TO

     

    HARRIS
      TRUST AND SAVINGS BANK

     

    
      

    

     

    SUPPLEMENTAL
      INDENTURE 

     

    DATED
      AS
      OF MARCH
      1,
      2007

     

    TO

     

    GENERAL
      MORTGAGE INDENTURE AND DEED OF TRUST

     

    DATED
      AS
      OF NOVEMBER 1, 1992

     

    
      

    

    


    This
      instrument was prepared by Steven R. Sullivan, Senior Vice President, General
      Counsel and Secretary of Illinois Power Company c/o Ameren Corporation, One
      Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri 63103.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUPPLEMENTAL
      INDENTURE dated as of March 1, 2007 (“Supplemental Indenture”), 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 BNY
      MIDWEST TRUST COMPANY, a corporation organized and existing under the laws
      of
      the State of Illinois, as successor trustee to 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 as from time to time amended
      (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 Mortgage Bonds of the series issued thereunder and
      respectively identified opposite such dates:

     

    
      	
              DATE
                OF 

              SUPPLEMENTAL
                INDENTURE

               

            	
              IDENTIFICATION
                OF SERIES

               

            	
              CALLED

               

            
	
              February
                15, 1993

               

            	
              8%
                Series due 2023 (redeemed)

               

            	
              Bonds
                of the 2023 Series

               

            
	
              March
                15, 1993

               

            	
              6
                1/8% Series due 2000 (paid at 

              maturity)

               

            	
              Bonds
                of the 2000 Series

               

            
	
              March
                15, 1993

               

            	
              6
                3/4% Series due 2005 (paid at 

              maturity)

               

            	
              Bonds
                of the 2005 Series

               

            
	
              July
                15, 1993

               

            	
              7
                1/2% Series due 2025 (redeemed)

               

            	
              Bonds
                of the 2025 Series

               

            
	
              August
                1, 1993

               

            	
              6
                1/2% Series due 2003 (paid at 

              maturity)

               

            	
              Bonds
                of the 2003 Series

               

            
	
              October
                15, 1993

               

            	
              5
                5/8% Series due 2000 (paid at 

              maturity)

               

            	
              Bonds
                of the Second 

              2000
                Series

               

            
	
              November
                1, 1993

               

            	
              Pollution
                Control Series M 

              (redeemed)

               

            	
              Bonds
                of the Pollution 

              Control
                Series M

               

            
	
              November
                1, 1993

               

            	
              Pollution
                Control Series N 

              (redeemed)

               

            	
              Bonds
                of the Pollution 

              Control
                Series N

               

            
	
              November
                1, 1993

               

            	
              Pollution
                Control Series O 

              (redeemed)

               

            	
              Bonds
                of the Pollution 

              Control
                Series O

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

      	
              DATE
                OF 

              SUPPLEMENTAL
                INDENTURE

               

            	
              IDENTIFICATION
                OF SERIES

               

            	
              CALLED

               

            


    

    
      	
              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 (paid at 

              maturity)

               

            	
              Bonds
                of the 2002 Series

               

            
	
              September
                15, 1998

               

            	
              6%
                Series due 2003 (paid at 

              maturity)

               

            	
              Bonds
                of the Second 

              2003
                Series

               

            
	
              June
                15, 1999

               

            	
              7.50%
                Series due 2009

               

            	
              Bonds
                of the 2009 Series

               

            
	
              July
                15, 1999

               

            	
              Pollution
                Control Series U

               

            	
              Bonds
                of the Pollution 

              Control
                Series U

               

            
	
              July
                15, 1999

               

            	
              Pollution
                Control Series V 

              (redeemed)

               

            	
              Bonds
                of the Pollution 

              Control
                Series V

               

            
	
              May
                1, 2001

               

            	
              Pollution
                Control Series W

               

            	
              Bonds
                of the Pollution 

              Control
                Series W

               

            
	
              May
                1, 2001

               

            	
              Pollution
                Control Series X

               

            	
              Bonds
                of the Pollution 

              Control
                Series X

               

            
	
              July
                1, 2002

               

            	
              10
                5/8% Series due 2007 (not 

              issued)

               

            	
              Bonds
                of the 2007 Series 

               

            
	
              July
                1, 2002

               

            	
              10
                5/8% Series due 2012 (not 

              issued)

               

            	
              Bonds
                of the 2012 Series

               

            
	
              December
                15, 2002

               

            	
              11.50%
                Series due 2010

               

            	
              Bonds
                of the 2010 Series

               

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              June
                1, 2006

               

            	
              Mortgage
                Bonds, Senior Notes 

              Series
                AA

               

            	
              Bonds
                of Series AA

               

            
	
              August
                1, 2006

               

            	
              Mortgage
                Bonds, 2006 Credit 

              Agreement
                Series Bonds

               

            	
              2006
                Credit Agreement 

              Series
                Bonds

               

            


    

    and

     

    WHEREAS,
      a supplemental indenture with respect to the Bonds of the 2007 Series and the
      Bonds of the 2012 Series listed above was executed and filed but such Bonds
      of
      the 2007 Series and Bonds of the 2012 Series were never issued and a release
      with respect to such supplemental indenture was subsequently executed and filed;
      and

     

    WHEREAS,
      the Company has entered into a Credit Agreement, dated as of February 9, 2007
      (as amended or otherwise modified from time to time, the “Credit Agreement”) by
      and among the Company, Central Illinois Light Company, Central Illinois Public
      Service Company, AmerenEnergy Resources Generating Company and CILCORP Inc.,
      as
      borrowers, the lenders from time to time party thereto (the “Lenders”) and
      JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the
      Lenders, providing for the making of certain financial accommodations thereunder
      to the Company, and pursuant to such Credit Agreement, the Company has agreed
      to
      issue to the Agent, as evidence of and security for the Obligations (as such
      term is defined in the Credit Agreement) of the Company (the “Company
      Obligations”), a new series of Bonds under the Indenture; and

     

    WHEREAS,
      for such purposes, the Company desires to create a new series of Bonds to be
      issued under the Indenture to be known as Mortgage Bonds, 2007 Credit Agreement
      Series (the “2007 Credit Agreement Series Bonds”); and

     

    WHEREAS,
      the 2007 Credit Agreement Series Bonds shall be issued to the Agent as evidence
      of and security for the Company Obligations under the Credit Agreement;
      and

     

    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 this Supplemental
      Indenture in the form hereof for the purposes herein provided; and

     

    WHEREAS,
      all conditions and requirements necessary to make this Supplemental Indenture
      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

    


    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 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 2007 CREDIT
      AGREEMENT SERIES BONDS.

     

    SECTION
      1.  The
      Company hereby creates a new series of Bonds to be known as “2007 Credit
      Agreement Series Bonds.” The 2007 Credit Agreement Series 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 2007 Credit Agreement Series
      Bonds shall be issued only to and in the name of the Agent under the Credit
      Agreement to evidence and secure any and all Company Obligations under the
      Credit Agreement. 

     

    The
      2007
      Credit Agreement Series Bonds shall be dated as of the Interest Payment Date
      (as
      defined below) thereof to which interest was paid next preceding the date of
      issue, unless (a) issued on an Interest Payment Date thereof to which interest
      was paid, in which event it shall be dated as of such issue date, or (b) issued
      prior to the occurrence of the first Interest Payment Date thereof to which
      interest was paid, in which event it shall be dated the date of original
      issuance.

     

    The
      2007
      Credit Agreement Series Bonds shall be issued in the aggregate principal amount
      of $200,000,000 and shall mature on the Maturity Date (having at any time the
      meaning such term has at such time under the Credit Agreement) applicable to
      the
      Company.

     

    The
      2007
      Credit Agreement Series Bonds shall bear interest from their date as set forth
      in the form thereof hereinafter recited. Interest on the 2007 Credit Agreement
      Series Bonds shall be payable on each Interest Payment Date (defined below),
      commencing on the first Interest Payment Date next succeeding the date of the
      2007 Credit Agreement Series Bonds. Payment of principal on the 2007 Credit
      Agreement Series Bonds shall be due on the Maturity Date. If the Maturity Date
      falls on a day which is not a Business Day, as defined below, principal and
      any
      interest and/or fees payable by the Company with respect to the Maturity Date
      will be paid on the next succeeding Business Day. 

     

    Both
      the
      principal of and the interest on the 2007 Credit Agreement Series Bonds shall
      be
      payable at the times and in the manner set forth in the form of bond set out
      herein and in immediately available funds at the office or agency of the
      Trustee, 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. 

     

    The
      obligation of the Company to make payments with respect to principal under
      the
      Credit Agreement shall not give rise to an obligation to pay principal of the
      2007 Credit Agreement Series Bonds except on the Maturity Date of the Company
      or
      upon redemption as provided in this Supplemental Indenture. If at any time
      any
      permanent reduction of the 

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Borrower
      Sublimit (as defined in the Credit Agreement) of the Company or the Borrower
      Credit Exposure (as defined in the Credit Agreement) of the Company shall result
      in the principal of the 2007 Credit Agreement Series Bonds being greater than
      the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment
      obligation with respect to the principal of the 2007 Credit Agreement Series
      Bonds in the amount of such excess shall be deemed discharged upon the
      effectiveness of such permanent reduction. No payment of principal under the
      Credit Agreement shall reduce the principal amount of the 2007
      Credit Agreement Series Bonds to an amount less than the greater of the Borrower
      Sublimit and the Borrower Credit Exposure.

     

    The
      obligation of the Company to make payments with respect to the interest on
      the
      2007 Credit Agreement Series Bonds shall be fully or partially, as the case
      may
      be, satisfied and discharged to the extent that, at the time that any such
      payment shall be due, the then due interest and/or fees of the Company under
      the
      Credit Agreement shall have been fully or partially paid. Satisfaction of any
      obligation to the extent that payment is made with respect to the interest
      and/or fees of the Company under the Credit Agreement means that if any payment
      is made on the interest and/or fees of the Company under the Credit Agreement,
      a
      corresponding payment obligation with respect to the interest on the 2007 Credit
      Agreement Series Bonds shall be deemed discharged in the same amount as such
      payment made on the interest and/or fees of the Company under the Credit
      Agreement.

     

    The
      Trustee may at any time and all times conclusively assume that the obligation
      of
      the Company to make payments with respect to the principal of and interest
      on
      the 2007 Credit Agreement Series Bonds, so far as such payments at the time
      have
      become due, has been fully satisfied and discharged pursuant to the foregoing
      paragraphs unless and until the Trustee shall have received a written notice
      from the Agent stating (i) that timely payment of principal of or interest
      on
      the 2007 Credit Agreement Series Bonds has not been made, (ii) that the Company
      is in arrears as to the payments required to be made by it to the Agent in
      connection with the Company Obligations pursuant to the Credit Agreement, and
      (iii) the amount of the arrearage. 

     

    As
      used
      herein, (A) “Business Day” shall have the meaning assigned thereto in the Credit
      Agreement; (B) “Interest Payment Date” shall mean each date on which Company
      Obligations constituting interest and/or fees are due and payable from time
      to
      time pursuant to the Credit Agreement; (C) “Interest Rate” shall mean a rate of
      interest per annum, adjusted as necessary, to result in an interest payment
      equal to the aggregate amount of Company Obligations constituting interest
      and
      fees of the Company due under the Credit Agreement on the applicable Interest
      Payment Date; and (D) “Record Date”
with
      respect to any Interest Payment Date shall mean the day (whether or not a
      Business Day) immediately next preceding such Interest Payment
      Date.

     

    The
      2007
      Credit Agreement Series Bonds shall not be assignable or transferable except
      to
      a successor Agent appointed in accordance with the Credit Agreement. The 2007
      Credit Agreement Series Bonds are
      exchangeable by the Registered Owner thereof, in person or by attorney duly
      authorized, at the principal office or place of business of the Trustee under
      the Indenture, upon the surrender and cancellation of said bonds and the payment
      of any stamp tax or other governmental charge, and upon any such exchange a
      new
      registered bond or bonds without coupons, of the same series and maturity and
      for the same aggregate principal amount, will be issued in exchange theretofore;
      provided, that the Company shall not be required to 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    exchange
      any 2007 Credit Agreement Series Bonds for a period of ten (10) days next
      preceding an Interest Payment Date with respect to such bonds.

     

    As
      provided in Section 8.4 of the Credit Agreement, the Agent shall surrender
      the
      2007 Credit Agreement Series Bonds to the Trustee for cancellation when each
      of
      the Borrower Sublimit and the Borrower Credit Exposure of the Company have
      been
      reduced to zero and all fees and other amounts payable by the Company pursuant
      to the Credit Agreement with respect to the Company Obligations shall have
      been
      duly paid.

     

    SECTION
      2.  The
      2007
      Credit Agreement Series 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)

     

    Notwithstanding
      any provisions hereof or in the Indenture

    this
      Bond is not assignable or transferable except to a successor Agent appointed
      in


    accordance
      with the Credit Agreement, dated 

    as
      of February 9, 2007, hereinafter referred to.

    


    Illinois
      Commerce Commission 

    Identification
      No.: ____

    


    MORTGAGE
      BONDS, 2007 CREDIT AGREEMENT SERIES

     

    No.
      ________                                                                                                                                                                                                                                                               
$200,000,000

     

    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 JPMorgan Chase Bank, N.A., as agent (in such capacity, the
      “Agent”) for the Lenders (as defined below) under the Credit Agreement, dated as
      of February 9, 2007, by and among the Company, Central Illinois Light Company,
      Central Illinois Public Service Company, AmerenEnergy Resources Generating
      Company and CILCORP Inc., as borrowers, the lenders from time to time party
      thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (as amended or
      otherwise modified from time to time, the “Credit Agreement”), or registered
      assigns, the principal sum of $200,000,000 or
      such
      lesser principal amount as shall be equal to the amount of the Borrower Credit
      Exposure (as defined in the Credit Agreement) of the Company outstanding on
      the
      Maturity Date (having at any time the meaning such term has at such time under
      the Credit Agreement) of the Company, but not in excess of the principal amount
      of this Bond, and to pay interest thereon at the Interest Rate (as defined
      below) until the principal hereof is paid or duly made available for payment
      on
      the Maturity Date or in the event of redemption of this Bond, until the
      redemption date.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Interest
      on this Bond shall be payable on each Interest Payment Date (as defined below),
      commencing on the first Interest Payment Date next succeeding the date of this
      Bond. If the Maturity Date falls on a day which is not a Business Day, as
      defined below, principal and any interest and/or fees payable with respect
      to
      the Maturity Date will be paid on the next succeeding Business Day. The interest
      payable, and punctually paid or duly provided for, on any Interest Payment
      Date
      will, subject to certain exceptions provided in the Supplemental Indenture
      dated
      as of March 1, 2007, hereinafter referred to, be paid to the person in whose
      name this Bond (or one or more predecessor bonds) is registered at the close
      of
      business on the Record Date (as defined below); provided, however, that interest
      payable on the Maturity Date will be payable to the person to whom the principal
      hereof shall be payable. Should the Company default in the payment of interest
      (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in
      whose name this Bond is registered on the Record Date to be established by
      the
      Trustee for payment of such Defaulted Interest. As used herein, (A) “Business
      Day” shall have the meaning assigned thereto in the Credit Agreement; (B)
“Interest Payment Date” shall mean each date on which Company Obligations
      constituting interest and/or fees are due and payable from time to time pursuant
      to the Credit Agreement; (C) “Interest Rate” shall mean a rate of interest per
      annum, adjusted as necessary, to result in an interest payment equal to the
      aggregate amount of Company Obligations constituting interest and fees of the
      Company due under the Credit Agreement on the applicable Interest Payment Date;
      and (D) “Record Date” with respect to any Interest Payment Date shall mean the
      day (whether or not a Business Day) immediately next preceding such Interest
      Payment Date.

     

    Both
      the
      principal of and the interest on this Bond shall be payable in immediately
      available funds at the office or agency of the Trustee, 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.

     

    This
      Bond
      is to be issued and delivered to the Agent in order to evidence and secure
      the
      obligations of the Company under the Credit Agreement to make payments to the
      Lenders under the Credit Agreement and to provide the Lenders the benefit of
      the
      lien of the Indenture with respect to the 2007 Credit Agreement Series
      Bonds.

     

    The
      obligation of the Company to make payments with respect to principal under
      the
      Credit Agreement shall not give rise to an obligation to pay principal of the
      2007 Credit Agreement Series Bonds except on the Maturity Date of the Company
      or
      upon redemption hereof. If at any time any permanent reduction of the Borrower
      Sublimit (as defined in the Credit Agreement) of the Company or the Borrower
      Credit Exposure (as defined in the Credit Agreement) of the Company shall result
      in the principal of the 2007 Credit Agreement Series Bonds being greater than
      the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment
      obligation with respect to the principal of the 2007 Credit Agreement Series
      Bonds in the amount of such excess shall be deemed discharged upon the
      effectiveness of such permanent reduction. No payment of principal under the
      Credit Agreement shall reduce the principal amount of the 2007
      Credit Agreement Series Bonds to an amount less than the greater of the Borrower
      Sublimit and the Borrower Credit Exposure.

     

    The
      obligation of the Company to make payments with respect to the interest on
      this
      Bond shall be fully or partially, as the case may be, satisfied and discharged
      to the extent that, at the time that any such payment shall be due, the then
      due
      interest and/or fees of the 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Company
      under the Credit Agreement shall have been fully or partially paid. Satisfaction
      of any obligation to the extent that payment is made with respect to the
      interest and/or fees of the Company under the Credit Agreement means that if
      any
      payment is made on the interest and/or fees of the Company under the Credit
      Agreement, a corresponding payment obligation with respect to the interest
      on
      this Bond shall be deemed discharged in the same amount as such payment made
      on
      the interest and/or fees of the Company under the Credit Agreement.

     

    The
      Trustee may at any time and all times conclusively assume that the obligation
      of
      the Company to make payments with respect to the principal of and interest
      on
      this Bond, so far as such payments at the time have become due, has been fully
      satisfied and discharged pursuant to the foregoing paragraphs unless and until
      the Trustee shall have received a written notice from the Agent stating (i)
      that
      timely payment of principal of or interest on this Bond has not been made,
      (ii)
      that the Company is in arrears as to the payments required to be made by it
      to
      the Agent in connection with the Company Obligations pursuant to the Credit
      Agreement, and (iii) the amount of the arrearage.

     

    The
      Agent
      shall surrender this Bond to the Trustee when each of the Borrower Sublimit
      and
      the Borrower Credit Exposure of the Company have been reduced to zero and all
      fees and other amounts payable by the Company pursuant to the Credit Agreement
      with respect to the Company Obligations shall have been duly paid.

     

    This
      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
      BNY Midwest Trust Company, as successor trustee to Harris Trust and Savings
      Bank, the Trustee under the Indenture, or a successor trustee thereto under
      the
      Indenture (the “Trustee”).

     

    The
      provisions of this 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, Illinois Power Company has caused this Bond to be signed
      (manually or by facsimile signature) in its name by an Authorized Executive
      Officer, as defined in the aforesaid Indenture, and attested (manually or by
      facsimile signature) by an Authorized Executive Officer, as defined in such
      Indenture on the date hereof.

     

    Dated
      March 9, 2007

     

    ILLINOIS
      POWER COMPANY

     

    By:  
      _________________________________

    AUTHORIZED
      EXECUTIVE OFFICER

     

    ATTEST:

     

    By:

     

    ______________________________

    AUTHORIZED
      EXECUTIVE OFFICER

     

    


    [FORM
      OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     

    This
      is
      one of the Bonds of the series designated therein referred to in the
      within-mentioned Indenture and the Supplemental Indenture dated as of March
      1,
      2007.

     

    
      	
              BNY
                MIDWEST TRUST COMPANY, successor 

                            
                trustee to Harris Trust and Savings, Bank, 

                                                                                       
                TRUSTEE,

            
	 
	 
	
              By:  
                _______________________________________            
                

              AUTHORIZED
                SIGNATORY

            


    

    


    


    [FORM
      OF REVERSE OF BOND]

     

    This
      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 the General Mortgage
      Indenture and Deed of Trust (the “Indenture”), dated as of November 1, 1992,
      executed by the Company to BNY Midwest Trust Company, as successor trustee
      to
      Harris Trust and Savings Bank (the “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 Bond is one of a series designated as the
“Mortgage Bonds, 2007 Credit Agreement Series” (the “2007 Credit Agreement
      Series Bonds”) 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    of
      the
      Company, in an aggregate principal amount of $200,000,000 issued under and
      secured by the Indenture and described in the Supplemental Indenture dated
      as of
      March 1, 2007 (the “Supplemental Indenture of March 1, 2007”), between the
      Company and the Trustee, supplemental to the Indenture.

     

    This
      2007
      Credit Agreement Series Bond is not redeemable except upon written demand of
      the
      Agent following the occurrence of a Default by the Company under the Credit
      Agreement and the acceleration of the Company Obligations, as provided under
      the
      Credit Agreement. 

     

    In
      case
      an Event of Default, as defined in the Indenture, shall occur, the principal
      of
      all 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.

     

    ARTICLE
      II

     

    REDEMPTION.

     

    SECTION
      1.  Except
      as
      set forth herein, the 2007 Credit Agreement Series Bonds are not redeemable.
      Upon the occurrence of a Default by the Company under the Credit Agreement
      and
      the acceleration of the Company Obligations, the 2007 Credit Agreement Series
      Bonds shall be redeemable in whole upon receipt by the Trustee of a written
      demand from the Agent stating that there has occurred under the Credit Agreement
      both a Default by the Company and a declaration of acceleration of the Company
      Obligations and demanding redemption of the 2007 Credit Agreement Series Bonds
      (including a description of the amount of principal, interest, fees cash
      collateralization obligations and other amounts which comprise such Company
      Obligations). The Company waives any right it may have to prior notice of such
      redemption under the Indenture and any other notice required under the
      Indenture, including notice to be given by the Company, shall be deemed
      satisfied by the notice given by the Agent as aforesaid. Upon surrender of
      the
      2007 Credit Agreement Series Bonds by the Agent to the Trustee, the 2007 Credit
      Agreement Series Bonds shall be redeemed at a redemption price equal to the
      aggregate amount of the Company Obligations.

     

    ARTICLE
      III


     

    ISSUE
      OF 2007 CREDIT
      AGREEMENT SERIES BONDS.

     

    SECTION
      1.  The
      Company hereby exercises the right to obtain the authentication of $200,000,000
      principal amount of additional Bonds pursuant to the terms of Section 4.04
      of
      the Indenture, all of which shall be 2007 Credit Agreement Series
      Bonds.

     

    SECTION
      2.  Such
      2007
      Credit Agreement Series Bonds may be authenticated and delivered prior to the
      filing for recordation of this Supplemental Indenture.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV


     

    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 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 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.

     

    ARTICLE
      V


     

    MISCELLANEOUS
      PROVISIONS.

     

    This
      Supplemental Indenture 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.

     

    The
      Company acknowledges and intends that all advances made to it by the Lenders
      under the Credit Agreement, including future advances whenever hereafter made,
      shall be a lien from the time this Supplemental Indenture is
      recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage
      Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds
      of the 2007 Credit Agreement Series which comprises the principal amount then
      outstanding of the Obligations under the Credit Agreement constitutes revolving
      credit indebtedness secured by a mortgage on real property, pursuant to the
      terms and conditions of 205 ILCS 5/5d from the date of this Supplemental
      Indenture.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, said Illinois Power Company has caused this Supplemental
      Indenture to be executed on its behalf by an Authorized Executive Officer as
      defined in the Indenture, and this Supplemental Indenture to be attested by
      an
      Authorized Executive Officer as defined in the Indenture; and said BNY Midwest
      Trust Company, as successor trustee to Harris Trust and Savings Bank, in
      evidence of its acceptance of the trust hereby created, has caused this
      Supplemental Indenture to be executed on its behalf by its President or one
      of
      its Vice Presidents and this Supplemental Indenture to be attested by its
      Secretary or one of its Vice Presidents; all as of the 1st
      day of
      March, 2007.

     

    
      	 	
              ILLINOIS
                POWER COMPANY

               

            
	 	
              By 
                /s/ Jerre E.
                Birdsong                     
                 

              Name:
                Jerre E. Birdsong

              Title:
                Vice President and Treasurer 

            
	 	 
	
              ATTEST:

            	 
	 	 
	
              By:
                /s/ G. L.
                Waters            
                

            	 
	
              Name:
                G. L. Waters

              Title:
                Assistant Secretary

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	
              BNY
                MIDWEST TRUST COMPANY, successor 

              trustee
                to Harris Trust and Savings, Bank, 

              TRUSTEE,

            
	 
	 
	
              By:               
                /s/ J.
                Bartolini                                     
                

              AUTHORIZED
                SIGNATORY

            
	 	 
	 	 
	 	 
	 	 
	
              ATTEST:

            	 
	 	 
	
              By: 
                /s/ M. Callahan      

            	 
	
              Name:
                M. Callahan

              Title:
                Vice President 

            	 


    

    


    



    


    STATE
      OF
      MISSOURI   )

    ) SS.

    CITY
      OF
      ST. LOUIS        )

     

    BE
      IT
      REMEMBERED, that on this 5th
      day of
      March, 2007, before me, the undersigned, a Notary Public within and for the
      City
      and State aforesaid, personally came Jerre E. Birdsong, Vice President and
      Treasurer and G. L. Waters, Assistant 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 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.

     

    
      	
              By: 
                /s/ Carla J.
                Flinn                      
                

                    
NOTARY
                PUBLIC

            
	 


    

    


     

    My
      Commission Expires on 4/20/2010.

    (NOTARIAL
      SEAL)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      ILLINOIS  )

    ) SS.

    COUNTY
      OF
      COOK    )

     

    BE
      IT
      REMEMBERED, that on this 5th day of March, 2007, before me, the undersigned,
      a
      Notary Public within and for the County and State aforesaid, personally came
      J.
      Bartolini, Authorized Signatory and M. Callahan, Vice President, of BNY
      Midwest Trust Company, 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 BNY Midwest Trust 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.

     

    
      	
              By: 
                /s/ Julie
                Braun                                         
                

              NOTARY
                PUBLIC, COOK COUNTY, 

              ILLINOIS

            
	 


    

    


     

    My
      Commission Expires on 6/23/10

    (NOTARIAL
      SEAL)