Exhibit
4.4


 


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


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


(FORMERLY BNY MIDWEST TRUST COMPANY),


 


AS SUCCESSOR TRUSTEE TO


 


HARRIS TRUST AND SAVINGS BANK


 






 


SUPPLEMENTAL INDENTURE


 


DATED AS OF OCTOBER 1, 2008


 


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 October 1, 2008 (“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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(formerly 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 

















 


	
  DATE
  OF

  SUPPLEMENTAL

  INDENTURE

  	
   

  	
  IDENTIFICATION OF SERIES

  	
   

  	
  CALLED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 2007

  	
   

  	
  Mortgage Bonds, 2007 Credit Agreement Series Bonds

  	
   

  	
  2007 Credit Agreement Series Bonds

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 15, 2007

  	
   

  	
  Mortgage Bonds, Senior Notes Series BB

  	
   

  	
  Bonds of Series BB

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2008

  	
   

  	
  Mortgage Bonds, Senior Notes Series CC

  	
   

  	
  Bonds of Series CC

  



 


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 


 


2

















 


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 desires to create a new series of Bonds to be issued
under the Indenture to be known as “Mortgage Bonds, Senior Notes Series DD”
(the “Series DD Mortgage Bonds”); and


 


WHEREAS,
the Company has entered into an Indenture dated as of June 1, 2006 (the “Senior
Note Indenture”) with The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Senior Note Trustee”), providing for the issuance from time to
time of senior notes thereunder; and


 


WHEREAS, the Company desires by this Supplemental Indenture to issue to the
Senior Note Trustee the Series DD Mortgage Bonds as security for
$400,000,000 aggregate principal amount of the Company’s 9.75% Senior Secured
Notes due 2018 (the “Senior Notes”) to be issued under the Senior Note Indenture;
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 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 THE SERIES DD
MORTGAGE BONDS.


 


Section 1.          The Company hereby
creates a new series of Bonds to be known as “Mortgage Bonds, Senior Notes Series DD”
(the “Series DD Mortgage Bonds”). 
The Series DD Mortgage 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 Series DD
Mortgage Bonds shall be issued in the name of the Senior Note Trustee under the
Senior Note Indenture to secure any and all of the Company’s obligations under
the Senior Notes and any other series of senior notes from time to time
outstanding under the Senior Note Indenture.


 


The Series DD Mortgage Bonds shall be dated as provided in Section 3.03
of Article Three of the Indenture. 
The Series DD Mortgage Bonds shall mature on November 15,
2018, 


 


3

















 


shall accrue interest from the dates set forth in the Senior Notes and
shall bear interest at the same rate of interest as the Senior Notes.  Interest on the Series DD Mortgage Bonds
is payable on the same dates as interest on the Senior Notes is paid, until the
principal sum is paid in full.


 


Upon any payment of the
principal of, premium, if any, and interest on, all or any portion of the
Senior Notes, whether at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof having been made in
accordance with Section 5.01(a) of the Senior Note Indenture, the Series DD Mortgage Bonds in
a principal amount equal to the principal amount of such Senior Notes shall, to
the extent of such payment of principal, premium, if any, and interest, be
deemed paid and the obligation of the Company thereunder to make such payment
shall be discharged to such extent and, in the case of the payment of principal
(and premium, if any), such Series DD
Mortgage Bonds shall be surrendered to the Company for cancellation as
provided in Section 4.08 of the Senior Note Indenture.  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, premium, if any, and interest on the Senior Notes,
so far as such payments at the time have become due, has been fully satisfied
and discharged pursuant to the foregoing sentence unless and until the Trustee
shall have received a written notice from the Senior Note Trustee signed by one
of its officers stating (i) the timely payment of principal, or premium,
if any, or interest on, the Senior Notes has not been made, (ii) that the
Company is in arrears as to the payments required to be made by it to the
Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the
amount of the arrearage.


 


Section 2.          The Series DD
Mortgage Bonds and the Trustee’s Certificate of Authentication shall be
substantially in the following forms respectively:


 


[FORM OF FACE OF BOND]


 


NOTWITHSTANDING ANY
PROVISIONS HEREOF OR IN THE INDENTURE THIS BOND IS NOT ASSIGNABLE OR
TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE INDENTURE DATED AS
OF JUNE 1, 2006, BETWEEN ILLINOIS POWER COMPANY AND THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., AS TRUSTEE


 


ILLINOIS POWER COMPANY


 


(Incorporated under the laws of the State of Illinois)


 


Illinois Commerce Commission

Identification No.: Ill. C.C. 6505


 


MORTGAGE
BOND, SENIOR NOTES SERIES DD


 


	
  No.               

  	
   

  	
  $400,000,000

  



 


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 The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Senior Note Trustee”) under the Indenture dated
as of June 1, 2006 (the “Senior Note Indenture”), relating to the Company’s



 


4

















 


9.75% Senior Secured Notes due 2018 (the “Senior Notes”) in the
aggregate principal amount of $400,000,000, between the Company and the Senior
Note Trustee, or registered assigns, the principal sum of $400,000,000 on November 15,
2018, 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 (and
thereafter from the dates set forth in the Senior Notes), and at the same rate
of interest as the Senior Notes. 
Interest on overdue principal, premium, if any, and, to the extent
permitted by law, on overdue interest, shall be payable at the interest rate
payable on the Senior Notes.  Interest on
this Mortgage Bond is payable on the same dates as interest on the Senior Notes
is paid, until the principal sum of this Mortgage Bond is paid in full.  Pursuant to Article IV of the Senior
Note Indenture, this Mortgage Bond is issued to the Senior Note Trustee to
secure any and all obligations of the Company under the Senior Notes and any
other series of senior notes from time to time outstanding under the Senior
Note Indenture.  Payment of principal of,
or premium, if any, or interest on, the Senior Notes shall constitute payments
on this Mortgage Bond as further provided herein and in the Supplemental
Indenture of October 1, 2008 (as hereinafter defined) pursuant to which
this Mortgage Bond has been issued. Both the principal of, premium, if any, and
the interest on, this Mortgage Bond are payable at the office of the Senior
Note Trustee.


 


Upon any payment of the
principal of, premium, if any, and interest on, all or any portion of the
Senior Notes, whether at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof having been made in
accordance with Section 5.01(a) of the Senior Note Indenture, a
principal amount of this Mortgage Bond equal to the principal amount of such
Senior Notes shall, to the extent of such payment of principal, premium, if
any, and interest, be deemed paid and the obligation of the Company thereunder
to make such payment shall be discharged to such extent and, in the case of the
payment of principal (and premium, if any), such Mortgage Bonds shall be
surrendered to the Company for cancellation as provided in Section 4.08 of
the Senior Note Indenture.  The Trustee
(as hereinafter defined) may at any time and all times conclusively assume that
the obligation of the Company to make payments with respect to the principal
of, premium, if any, and interest on, the Senior Notes, so far as such payments
at the time have become due, has been fully satisfied and discharged pursuant
to the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of principal of, premium, if any, or
interest on, the Senior Notes has not been made, (ii) that the Company is
in arrears as to the payments required to be made by it to the Senior Note
Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.


 


For purposes of Section 4.09 of the Senior Note Indenture, this
Mortgage Bond shall be deemed to be the “Related Series of Senior Note
Mortgage Bonds” in respect of the Senior Notes.


 


This 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 The Bank of New York Mellon Trust Company, N.A.
(formerly 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 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.


 


5

















 


IN WITNESS WHEREOF, Illinois Power Company has caused this Mortgage
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 October 1, 2008

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ILLINOIS POWER COMPANY,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED EXECUTIVE OFFICER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  AUTHORIZED EXECUTIVE OFFICER

  	
   

  



 


6
















 


[FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION]


 


This is one of the Mortgage Bonds of the series designated therein
referred to in the within mentioned Indenture and the Supplemental Indenture
dated as of October 1, 2008.


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


(formerly BNY Midwest Trust Company),


as successor trustee to


Harris Trust and Savings Bank,


TRUSTEE,


 


By:


AUTHORIZED SIGNATORY


 


[FORM OF REVERSE OF BOND]


 


This Mortgage Bond is one of a duly authorized issue of Mortgage Bonds
of the Company (the “Mortgage 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 The Bank of New
York Mellon Trust Company, N.A. (formerly 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 Mortgage Bonds and of the
Trustee in respect thereof, and the terms and conditions upon which the Mortgage
Bonds are, and are to be, secured.  The
Mortgage 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
Mortgage Bond is one of a series designated as the Series DD Mortgage
Bonds of the Company, unlimited in aggregate principal amount, issued under and
secured by the Indenture and described in the Supplemental Indenture dated as
of October 1, 2008 (the “Supplemental Indenture of October 1, 2008”
), between the Company and the Trustee, supplemental to the Indenture.


 


This Series DD Mortgage Bond is subject to redemption in
accordance with the terms of Article II of the Supplemental Indenture of October 1,
2008.


 


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


 


7

















 


ARTICLE II


 


REDEMPTION.


 


Section 1.        The Series DD Mortgage Bonds are not redeemable except on the
date, in the principal amount and for the redemption price that correspond to
the redemption date for, the principal amount to be redeemed of, and the
redemption price for, the Senior Notes, and except as set forth in Section 2
of this Article II.


 


In the event that
the Company redeems any Senior Notes prior to maturity in accordance with the
provisions of the Senior Note Indenture, the Senior Note Trustee shall on the
same date deliver to the Company the Series DD Mortgage Bonds in principal
amount corresponding to the Senior Notes so redeemed, as provided in Section 4.08
of the Senior Note Indenture.  The
Company agrees to give the Trustee notice of any such redemption of the Senior
Notes on or before the date fixed for any such redemption.


 


Section 2.        Upon the occurrence of an
Event of Default under the Senior Note Indenture (as defined therein) and the
acceleration of the Senior Notes, the Series DD Mortgage Bonds shall be
redeemable in whole upon receipt by the Trustee (with a copy to the Company) of
a written demand (hereinafter called a “Redemption Demand”) from the Senior
Note Trustee stating that there has occurred under the Senior Note Indenture
both an Event of Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the Senior Notes specifying
the last date to which interest on such Senior Notes has been paid (such date
being hereinafter referred to as the “Initial Interest Accrual Date”) and
demanding redemption of the Series DD Mortgage Bonds.  The Company waives any right it may have to
prior notice of such redemption under the Indenture.  Upon surrender of the Series DD Mortgage
Bonds by the Senior Note Trustee to the Trustee, the Series DD Mortgage
Bonds shall be redeemed at a redemption price equal to the principal amount
thereof plus accrued interest thereon from the Initial Interest Accrual Date to
the redemption date; provided, however, that in the event of a rescission or
annulment of acceleration of the Senior Notes pursuant to the last paragraph of
Section 8.01(a) of the Senior Note Indenture, then any Redemption
Demand shall thereby be deemed to be rescinded by the Senior Note Trustee
although no such rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.


 


ARTICLE III


 


ISSUE OF THE SERIES DD MORTGAGE BONDS.


 


Section 1.        The Company hereby exercises the right to obtain the authentication of
$400,000,000 principal amount of additional Bonds pursuant to the terms of Section 4.04
of the Indenture, all of which shall be Series DD Mortgage Bonds.  The principal amount of the Series DD
Mortgage Bonds outstanding from time to time shall always be equal to the
principal amount of the Senior Notes which are outstanding from time to time under
the Senior Note Indenture and to the extent the Senior Note Trustee holds Series DD
Mortgage Bonds in excess of such principal amount, such Series DD Mortgage
Bonds shall be deemed cancelled and retired and no longer outstanding under the
Indenture.


 


Section 2.        Such Series DD Mortgage Bonds may be authenticated and delivered
prior to the filing for recordation of this Supplemental Indenture.


 


Section 3.        For purposes of Section 4.09
of the Senior Note Indenture, the Series DD
Mortgage Bonds shall be deemed to be the “Related Series of Senior
Notes Mortgage Bonds” in respect of the Senior Notes.


 


8

















 


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.


 


9

















 


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 its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by an
Authorized Executive Officer as defined in the Indenture; and said The Bank of
New York Mellon Trust Company, N.A. (formerly 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 its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture to be
attested by its Secretary or one of its Vice Presidents; all as of October 1,
2008.


 


 


ILLINOIS POWER COMPANY


 


 


	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jerre E. Birdsong

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  



 


ATTEST:


 


	
  By:

  	
  /s/ Ronald S. Gieseke

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Ronald S. Gieseke

  	
   

  	
   

  
	
   

  	
   Title:

  	
  Assistant Secretary

  	
   

  	
   

  



 


10

















 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


(formerly BNY Midwest Trust Company),


successor trustee to


Harris Trust and Savings Bank,


TRUSTEE,


 


(CORPORATE SEAL)


 


	
   

  	
   

  	
  By:

  	
   /s/ Rebekah Foltz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Rebekah Foltz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


ATTEST:


 


	
  By:

  	
  /s/ Daniel G. Dwyer

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Daniel G. Dwyer

  	
   

  	
   

  
	
   

  	
   Title:

  	
  Vice President

  	
   

  	
   

  



 


11

















 


	
  STATE OF MISSOURI

  	
  )

  	
   

  
	
   

  	
   

  	
  ss.

  
	
  CITY OF ST. LOUIS

  	
  )

  	
   

  



 


BE IT REMEMBERED, that on this 16th day of October, 2008, 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 Ronald S.
Gieseke, 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,
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.


 


	
   

  	
  /s/ Debra K. Patterson

  
	
   

  	
  NOTARY
  PUBLIC

  



 


 


My
Commission Expires on October 31, 2008


(NOTARIAL SEAL)


 


12

















 


	
  STATE OF MISSOURI

  	
  )

  	
   

  
	
   

  	
   

  	
  ss.

  
	
  CITY OF ST. LOUIS

  	
  )

  	
   

  



 


BE IT REMEMBERED, that on this 16th day of October, 2008, before me,
the undersigned, a Notary Public within and for the County and State aforesaid,
personally came Rebekah Foltz, Vice President and Daniel G. Dwyer, Vice
President, of The Bank of New York Mellon Trust Company, N.A., 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 Vice President and Vice President, and as the free and
voluntary act of said The Bank of New York Mellon Trust Company, N.A. 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.


 


	
   

  	
  /s/ Matthew A. Biere

  
	
   

  	
  NOTARY
  PUBLIC, MISSOURI

  



 


 


My
Commission Expires on January 18, 2009


(NOTARIAL SEAL)


 


13