Exhibit 4.2


 


Company Order


 


October 23, 2008


 


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


Two North LaSalle Street,
Suite 1020


Chicago, IL  60602


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York Mellon Trust Company, N.A., a national banking
association, as trustee (the “Trustee”), under the Indenture dated as of June 1,
2006 (the “Indenture”), between Illinois Power Company, an Illinois corporation
(the “Company”), and the Trustee for the authentication and delivery of $400,000,000
aggregate principal amount of the Company’s 9.75% Senior Secured Notes due 2018
(the “Notes”), pursuant to the provisions of Article II of the
Indenture.  Additional Notes without
limitation as to amount, and without the consent of the holders of the then
Outstanding Notes, may also be authenticated and delivered in the manner
provided in Section 2.05 of the Indenture. 
All capitalized terms not defined herein that are defined in the
Indenture shall have the same meaning as used in the Indenture.


 


The Notes will be
initially issued pursuant to Section 4(2) of the Securities Act of
1933, as amended (the “Securities Act”), in the form of Global Notes registered
in the name of Cede & Co. (as nominee for The Depository Trust Company
(“DTC”), New York, New York, which will act as the Depositary for the Global
Notes).  Pursuant to Section 2.05(c) of
the Indenture, the Notes will have the terms set forth in the form of Global
Note attached hereto as Exhibit A and in the form of definitive Note
attached hereto as Exhibit B (which terms are incorporated by reference in
this Company Order).  The Global Notes
shall bear the depository legend in substantially the form set forth in Exhibit A
attached hereto.  The Notes will be
issued only in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof.


 


Initially, beneficial
interests in the Notes offered and sold to qualified institutional buyers (as
defined in Rule 144A under the Securities Act) (“QIBs”) in reliance upon Rule 144A
under the Securities Act will be represented by one or more separate Global
Notes (each, a “Rule 144A Global Certificate”) registered in the name of
Cede & Co., as registered owner and as nominee for DTC and shall
include the non-registration and registration rights legends set forth in Exhibit A
attached hereto. Initially beneficial interests in the Notes offered and sold
to purchasers pursuant to Regulation S under the Securities Act will be
evidenced by one or more separate Global Notes (each, a “Regulation S Global
Certificate”) and will be registered in the name of Cede & Co., as
registered owner and as nominee for DTC for the accounts of The Euroclear
System (“Euroclear”) or Clearstream Banking, Luxembourg, société anonyme (“Clearstream”)
and shall include the Regulation S and registration rights legends set
forth in Exhibit A attached hereto. 
Notes offered and sold to institutional “accredited investors” (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) who are not QIBs and who are not purchasers pursuant to Regulation S under
the Securities Act will be in definitive form in the 


 

















 


form attached hereto as Exhibit B
and shall include the non-registration and registration rights legends set
forth therein.  The Trustee and the
Company will have no responsibility or liability for any aspect of transfers of
beneficial interests in the Notes (which transfers will be conducted pursuant
to the customary procedures of DTC), any records of DTC of beneficial interests
or any transactions between DTC and its participants or between any such
participants and any other beneficial owners or for monitoring, supervising or
reviewing of any thereof.


 


Transfers of beneficial
interests in the Rule 144A Global Certificate will be subject to the
restrictions on transfer contained in the non-registration legend set forth in Exhibit A
hereto.  Prior to the expiration of the
period of 40 consecutive days beginning on and including the later of (x) the
day on which the offering of the Notes commences and (y) the original issue
date of the Notes (the “Distribution Compliance Period”), transfers of
beneficial interests in the Regulation S Global Certificate will be
subject to the restrictions on transfer contained in the Regulation S
legend set forth in Exhibit A hereto. 
After the expiration of the Distribution Compliance Period, transfers of
beneficial interests in the Regulation S Global Certificate will not be
subject to any restrictions.


 


In connection with any
transfer of Notes, the Trustee and the Company shall be under no duty to
inquire into, may conclusively presume the correctness of, and shall be fully
protected in relying upon the certificates and other information (set forth in
the form of definitive Note attached hereto as Exhibit B, for use in
connection with the transfer of the Notes in definitive form, or set forth in Exhibit A-1
attached hereto, for use in connection with the transfer of beneficial
interests between a Rule 144A Global Certificate and a Regulation S Global
Certificate or to a Note in definitive form, or otherwise) received from the
Holders and any transferees of any Notes regarding the validity, legality and
due authorization of any such transfer, the eligibility of the transferee to
receive such Note and any other facts and circumstances related to such
transfer.  Transfers of beneficial
interests between a Rule 144A Global Certificate and a Regulation S Global
Certificate, and other transfers relating to beneficial interests in the Notes
in global form, shall be reflected by endorsements of the Trustee, as custodian
for DTC, on the schedule attached to such certificate.


 


The Company has entered
into a Registration Rights Agreement dated as of October 23, 2008 (the “Registration
Rights Agreement”) with the initial purchasers of the Notes pursuant to which
the Notes that are issued and sold without registration (the “Private Notes”)
under the Securities Act may be exchanged for Notes that will be registered
under the Securities Act and that will otherwise have substantially the same
terms as the Private Notes (the “Exchange Notes”), except that such Exchange
Notes will be issued in the form of Global Note attached hereto as Exhibit A
and will bear all customary legends (except for the non-registration,
Regulation S and registration rights legends) or, in lieu of such exchange, the
Company has agreed to file a shelf registration statement for the resale of the
Notes (in which case any Notes so resold will be issued in the form of Global
Note attached hereto as Exhibit A and bear all customary legends (except
for the non-registration, Regulation S and registration rights legends)).  The Private Notes will be exchanged for
Exchange Notes only pursuant to an effective registration statement under the
Securities Act and otherwise in accordance with the Registration Rights
Agreement and the Indenture.  The Private
Notes and the Exchange Notes will constitute a single series of notes under the
Indenture.  Exchange Notes shall be 


 


2

















 


authenticated and
delivered by the Trustee at one time or from time to time upon the receipt by
the Trustee of a Company Order in principal amounts equal to the principal
amounts of the Private Notes surrendered in exchange therefor.  In addition, upon the receipt of such Company
Order, the Trustee will take such actions as to effectuate the exchange of any
Private Notes for Exchange Notes in accordance with the Registration Rights
Agreement and the Indenture.


 


In connection with this
Company Order, there are delivered to you herewith the following:


 


	
  1.

  	
   

  	
  Certified copies of the
  resolutions adopted by the Board of Directors of the Company authorizing this
  Company Order and the issuance and sale of the Notes by the Company pursuant
  to Section 2.05(c)(1) of the Indenture;

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Opinions of Counsel
  addressed to you or in which it is stated that you may rely pursuant to
  Section 2.05(c)(2) of the Indenture;

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Expert’s certificate
  pursuant to Section 2.05(c)(3) of the Indenture;

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Officers’ Certificate
  pursuant to Section 2.05(c)(4) of the Indenture;

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Two Global Notes
  representing the Notes executed on behalf of the Company in accordance with
  the terms of Section 2.05(a) of the Indenture, specifying the terms
  of the Notes (which terms are incorporated by reference herein); and

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Pursuant to
  Section 2.05(c)(3) of the Indenture, the Company’s Mortgage Bonds
  designated “Mortgage Bonds, Senior Notes Series DD” (the “Mortgage
  Bonds”) in the principal amount of $400,000,000 relating to the Notes, fully
  registered in the name of the Trustee in trust for the benefit of the Holders
  from time to time of such Notes.

  



 


You are hereby instructed
to authenticate the Global Notes representing the Notes and hold them as DTC’s
custodian.  The Global Notes representing
the Notes are to be held for delivery through the facilities of DTC to the
initial purchasers thereof against payment therefor at the closing in respect
of the sale thereof, such closing to be held at 10:00 a.m., New York time,
October 23, 2008, at the offices of Pillsbury Winthrop Shaw Pittman LLP,
1540 Broadway, New York, New York 10036.


 


3

















 


Please acknowledge
receipt of the Global Notes representing the Notes, the instructions referred
to above and the supporting documentation pursuant to the Indenture referred to
above (including the Mortgage Bonds in trust for the benefit of the Holders).


 


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Illinois Power Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
					



 


4

















 


Receipt from the
Company of the Global Notes representing the Notes, certain instructions
related thereto and the supporting documentation pursuant to the Indenture
(including the Mortgage Bonds in trust for the benefit of the Holders) in
connection with the authentication and delivery of the Notes is hereby
acknowledged.


 


	
   

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

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Linda E. Garcia

  
	
   

  	
   

  	
  Name: Linda E. Garcia

  
	
   

  	
   

  	
  Title: Vice President

  
				



 


5

















 


EXHIBIT A


FORM OF GLOBAL NOTE


 


[depository legend]


 


THIS SECURITY IS A GLOBAL
NOTE REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE
THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


[non-registration legend to be included on Private
Notes]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS ONE YEAR
(OR SIX MONTHS IF ALL APPLICABLE CONDITIONS TO SUCH RESALE UNDER RULE 144 UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION THEREOF) ARE SATISFIED) AFTER
THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF, THE ISSUANCE DATE OF ANY
SUBSEQUENT REOPENING AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
THEREOF WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD
AS MAY BE PRESCRIBED BY SUCH RULE 144 (OR SUCH SUCCESSOR PROVISION)
PERMITTING RESALES OF THIS SECURITY WITHOUT ANY CONDITIONS (THE “RESALE
RESTRICTION TERMINATION DATE”) OTHER THAN (1) TO THE COMPANY, (2) IN
A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER 


 


A-1

















 


TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ATTACHED TO THIS SECURITY), (4) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ATTACHED TO THIS SECURITY), (5) TO AN
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ATTACHED TO THIS SECURITY)
THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS
DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE OR (6) IN ACCORDANCE
WITH ANOTHER APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE FOREGOING RESTRICTIONS ON RESALE WILL NOT
APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE.  THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT
THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT
TO CLAUSE (2) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.


 


[Regulation S legend
to be included on Private Notes]


 


BY ITS ACQUISITION HEREOF, EACH HOLDER OF THIS SECURITY,
AND EACH PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN SUCH SECURITY, AGREES
THAT PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED
IN THE COMPANY ORDER ESTABLISHING THE TERMS OF THIS SECURITY), BENEFICIAL
INTERESTS IN THIS SECURITY MAY ONLY BE OFFERED, RESOLD OR OTHERWISE
TRANSFERRED (A) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933 OR (B) OUTSIDE
THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE
SECURITIES ACT OF 1933 AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[registration rights
legend to be included on Private Notes]


 


BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY
OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON 


 


A-2

















 


THAT
ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE “REGISTRATION RIGHTS
AGREEMENT”) DATED AS OF OCTOBER 23, 2008 AND RELATING TO THE REGISTRATION UNDER
THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED
HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.


 


Illinois Commerce Commission ID
No.: 6505


 


ILLINOIS POWER COMPANY


9.75% SENIOR SECURED NOTE DUE 2018


 


	
  CUSIP:
  [452092CW7][U4504NCE7]

  	
   

  	
  NUMBER:
  1

  
	
  ISIN:
  [US452092CW77][USU4504NCE77]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE: October 23, 2008

  	
   

  	
  PRINCIPAL
  AMOUNT: 

  	
  Listed
  on Schedule I hereto

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 9.75%

  	
   

  	
  MATURITY
  DATE: November 15, 2018

  



 


ILLINOIS POWER COMPANY, a
corporation of the State of Illinois (the “COMPANY”), for value received hereby
promises to pay to CEDE & CO. or registered assigns, the principal
amount specified above on the Maturity Date set forth above, and to pay
interest thereon from and including the Original Issue Date specified above or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on May 15 and November 15
in each year, commencing May 15, 2009, and on the Maturity Date, at the
per annum interest rate set forth above until the principal hereof is paid or
made available for payment. If the Company does not comply with certain of its
obligations under the Registration Rights Agreement, dated as of October 23,
2008, this bond shall, in accordance with Section 2(e) of such
Registration Rights Agreement, bear additional interest (“Additional Interest”)
in addition to the interest provided for in the immediately preceding
sentence.  For purposes of this Note, the
term “interest” shall be deemed to include interest provided for in the second
immediately preceding sentence and Additional Interest, if any. No interest
shall accrue on the Maturity Date, so long as the principal amount of this Note
is paid in full on the Maturity Date. The interest so payable and punctually
paid or duly provided for on any such Interest Payment Date will (except for interest
payable on the Maturity Date set forth above or, if applicable, upon redemption
or acceleration), as provided in the Indenture (as defined below), be paid to
the Person in whose name this Note is registered at the close of business on
the Regular Record Date for such interest, which shall be May 1 or November 1,
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture, any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and shall be paid to the Person in whose
name this Note 


 


A-3

















 


is registered at
the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Noteholders not more than fifteen days nor fewer than ten days prior to such
Special Record Date.  Payment of the
principal of and interest and premium on this Note shall be payable pursuant to
Section 2.12(a) of the Indenture.


 


This Note is a Global
Note in respect of a duly authorized issue of 9.75% Senior Secured Notes due
2018 (the “NOTES OF THIS SERIES”, which term includes any Global Notes
representing such Notes) of the Company issued and to be issued under an Indenture
dated as of June 1, 2006 between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (herein called the “TRUSTEE”, which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “INDENTURE”). Under the Indenture, one or more
series of notes may be issued and, as used herein, the term “Notes” refers to
the Notes of this Series.  Reference is
hereby made to the Indenture for a more complete statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Noteholders and of the terms upon which the Notes are and
are to be authenticated and delivered. This Note has been issued in respect of
the series designated on the first page hereof, issued in the initial
aggregate principal amount of $400,000,000.


 


The Notes will be secured
by mortgage bonds (the “SENIOR NOTE MORTGAGE BONDS”) delivered by the Company
to the Trustee for the benefit of the Holders of the Notes, issued under the
General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992
between the Company and The Bank of New York Mellon Trust Company, N.A.
(formerly BNY Midwest Trust Company), as successor trustee (the “MORTGAGE
TRUSTEE”), as supplemented and modified (collectively, the “MORTGAGE”).
Reference is made to the Mortgage and the Indenture for a description of the
rights of the Trustee as holder of the Senior Note Mortgage Bonds, the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders of mortgage bonds, under the Mortgage and the rights of the Company
and of the Mortgage Trustee in respect thereof, the duties and immunities of
the Mortgage Trustee and the terms and conditions upon which the Senior Note
Mortgage Bonds are secured and the circumstances under which additional
mortgage bonds may be issued.


 


So long as any of the
Notes of this Series are outstanding, the Company will not optionally
redeem, purchase or otherwise retire in full its outstanding Mortgage Bonds,
and, therefore, the Release Date will not occur.


 


Each Note of this Series shall
be dated and issued as of the date of its authentication by the Trustee and
shall bear an Original Issue Date. Each Note of this Series issued upon transfer,
exchange or substitution of such Note shall bear the Original Issue Date of
such transferred, exchanged or substituted Note, as the case may be.


 


Interest on this Note
will accrue from and including the Original Issue Date specified above to, but excluding,
May 15, 2009, and thereafter, from and including each Interest Payment
Date to, but excluding, the next succeeding Interest Payment Date or the
Maturity Date, as the case may be.


 


A-4

















 


Interest payments for
this Note shall be computed on the basis of a 360-day year consisting of twelve
30-day months.  If any Interest Payment
Date falls on a day that is not a Business Day, the Interest Payment Date will
be the next succeeding Business Day (and without any interest or other payment
in respect of any such delay).  If the
Maturity Date of this Note or any redemption date falls on a day that is not a
Business Day, the payment of principal, premium, if any, and interest will be
made on the next succeeding Business Day, and no interest on such payment shall
accrue for the period from and after the Maturity Date or such redemption date.


 


All or a portion of the
Notes of this Series may be redeemed at the option of the Company at any
time or from time to time. The redemption price for the Notes of this Series to
be redeemed on any redemption date will be equal to the greater of the
following amounts: (a) 100% of the principal amount of the Notes of this Series being
redeemed on the redemption date; or (b) the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes of this
Series being redeemed on that redemption date (not including any portion
of any payments of interest accrued to the redemption date) discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate (as defined
below) plus 50 basis points, as determined by the Reference Treasury Dealer (as
defined below); plus, in each case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Notes of this Series that are due and payable on Interest Payment Dates
falling on or prior to a redemption date will be payable on the Interest
Payment Date to the Holder of this Note as of the close of business on the
relevant Regular Record Date. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.


 


The Company shall mail
notice of any redemption at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes of this Series to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes of this Series or
portions thereof called for redemption.


 


“ADJUSTED TREASURY RATE”
means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


 


“COMPARABLE TREASURY
ISSUE” means the United States Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of the
Notes of this Series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Notes of this Series.


 


“COMPARABLE TREASURY
PRICE” means, with respect to any redemption date, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations, or (C) if only one Reference Treasury
Dealer Quotation is received, such quotation.


 


A-5
















 


“REFERENCE TREASURY
DEALER” means (A) Barclays Capital Inc., J.P. Morgan Securities Inc. or
UBS Securities LLC or their respective affiliates which are primary U.S.
Government securities dealers in the United States (each, a “Primary Treasury
Dealer”), and their respective successors; provided, however, that if any of
the foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer; and (B) any other
Primary Treasury Dealer(s) selected by the Company.


 


“REFERENCE TREASURY
DEALER QUOTATIONS” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Company, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
Business Day preceding such redemption date.


 


The Company, at its
option, and subject to the terms and conditions provided in the Indenture, will
be discharged from any and all obligations in respect of the Notes of this Series (except
for certain obligations including obligations to register the transfer or
exchange of Notes of this Series, replace stolen, lost or mutilated Notes of
this Series, maintain paying agencies and hold monies for payment in trust, all
as set forth in the Indenture) if the Company deposits with the Trustee money,
U.S. Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes of this Series on the dates such payments are
due in accordance with the terms of the Notes of this Series.


 


If an Event of Default
shall occur and be continuing with respect to the Notes, the principal of and
interest on the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture and, upon such declaration, the Trustee
shall demand the redemption of the Senior Note Mortgage Bonds to the extent
provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modifications of the rights and obligations of the Company and the rights of
the Noteholders under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the outstanding Notes. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange therefor or in lieu thereof whether or not notation of such consent or
waiver is made upon this Note.


 


As set forth in and
subject to the provisions of the Indenture, no Holder of any Notes will have
any right to institute any proceeding with respect to the Indenture or for any
remedy thereunder unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to such Notes, the
Holders of a majority in aggregate principal amount of the outstanding Notes
affected by such Event of Default shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as Trustee and
the Trustee shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the 


 


A-6

















 


enforcement of
payment of the principal of and any premium or interest on this Note on or
after the respective due dates expressed herein.


 


No reference herein to
the Indenture and to provisions of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Note at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the
Indenture and subject to certain limitations therein set forth, this Note may
be transferred only as permitted by the legend hereto and the provisions of the
Indenture.


 


The Indenture and the
Notes shall be governed by, and construed in accordance with, the laws of the
State of New York without regard to conflicts of law principles thereof.


 


Unless the certificate of
authentication hereon has been executed by the Trustee, directly or through an
Authenticating Agent by manual signature of an authorized officer, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture unless otherwise indicated herein.


 


A-7

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


	
   

  	
   

  	
  ILLINOIS POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE

  	
   

  	
   

  	
   

  
	
  OF AUTHENTICATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: October 23, 2008

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  This Note is one of the Notes of the series herein

  	
   

  	
   

  	
   

  
	
  designated, described or provided for in the within-

  	
   

  	
   

  	
   

  
	
  mentioned Indenture.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
							



 


A-8

















 


SCHEDULE I


 


[144A]*[REGULATION
S]* GLOBAL SECURITY


 


The
initial principal amount of Notes evidenced by this Global Note is
$                          .


 


CHANGES
TO PRINCIPAL AMOUNT OF NOTES EVIDENCED BY GLOBAL NOTE


 


	
  Date

  	
   

  	
  Principal Amount of

  Notes by which this

  Global Note is to be

  Reduced or Increased,

  and Reason for

  Reduction or Increase

  	
   

  	
  Remaining Principal

  Amount of Notes

  Represented by this

  Global Note

  	
   

  	
  Notation Made by

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






	
  *

  	
   

  	
  Include
  bracketed language only in a Private Note.

  



 


A-9

















 


EXHIBIT A-1


 


CERTIFICATE OF TRANSFER*


 


ILLINOIS POWER COMPANY


 


9.75% Senior Secured Notes due 2018


 


FOR
VALUE RECEIVED, the undersigned sells, assigns and transfers unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE


 


	
   

  	
   

  	
  Name
  and address of assignee must be printed or typewritten.

  



 


$


principal
amount of beneficial interest in the referenced Security of the Company and
does hereby irrevocably constitute and appoint


 


to
transfer the said beneficial interest in such Security, with full power of
substitution in the premises.


 


The
undersigned certifies that said beneficial interest in said Security is being
resold, pledged or otherwise transferred as follows:


 


(check
one)


 


	
  o

  	
   

  	
  to
  the Company;

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  to
  a Person whom the undersigned reasonably believes is a qualified
  institutional buyer within the meaning of Rule 144A under the Securities
  Act of 1933, as amended (the “Securities Act”), purchasing for its own
  account or for the account of a qualified institutional buyer to whom notice
  is given that the resale, pledge or other transfer is being made in reliance
  on Rule 144A;

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  in
  an offshore transaction in accordance with Rule 903 or 904 of Regulation
  S under the Securities Act;

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  to
  an institution that is an “accredited investor” as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act that
  is acquiring this Security for investment purposes and not for distribution
  (attach a copy of an Institutional Accredited Investor Certificate in the
  form annexed signed by an authorized officer of the transferee);

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  as
  otherwise permitted by the non-registration legend appearing on this
  Security; or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  as
  otherwise agreed by the Company, confirmed in writing to the Trustee, as
  follows: [describe]

  



 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  The signature to this assignment must correspond with the name as written
  upon the face of the within instrument in every particular without alteration
  or enlargement, or any change whatever.

  



 






	
  *

  	
   

  	
  Include this form of
  Certificate of Transfer only in a Private Note.

  



 


A-10

















 


SIGNATURE GUARANTEE


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirement of the registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


A-11

















 


[FORM OF INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE]*


 


[Transferor
Name and Address]


 


Ladies
and Gentlemen:


 


In
connection with our proposed purchase of 9.75% Senior Secured Notes due 2018
(the “Notes”) issued by Illinois Power Company d/b/a AmerenIP (the “Issuer”),
we confirm that:


 


1.             We have received a
copy of the Offering Memorandum (the “Offering Memorandum”) relating to the
Notes and such other information as we deem necessary in order to make our
investment decision.  We acknowledge that
we have read and agree to the matters stated under the caption NOTICE TO
INVESTORS in such Offering Memorandum.


 


2.             We understand that
any subsequent transfer of the Notes is subject to certain restrictions and
conditions set forth in the indenture relating to the Notes (the “Indenture”)
and as set forth under NOTICE TO INVESTORS in the Offering Memorandum and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the “Securities Act”).


 


3.             We understand that
the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes may not be offered or sold except as permitted in the
following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we sell any Notes, we will do so only (A) to the Issuer, (B) so
long as the Notes are eligible for resale pursuant to Rule 144A under the
Securities Act (“Rule 144A”), to a person whom we reasonably believe is a “qualified
institutional buyer” within the meaning of Rule 144A that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or other transfer is being made in
reliance on Rule 144A, (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes to the Trustee (as
defined in the Indenture) a signed letter containing certain representations
and agreements relating to the restrictions on transfer of the Notes
(substantially in the form of this letter), (D) in an offshore transaction
in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act (if available), or (F) in accordance with another
applicable exemption from the registration requirements of, or in a transaction
not subject to, the Securities Act or pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser
that resales of the Notes are restricted as stated herein.


 






	
  *

  	
   

  	
  Include
  this form only in a Private Note.

  



 


A-12

















 


4.             We understand that,
on any proposed resale of any Notes, we will be required to furnish to the
Trustee and the Issuer such certification and other information as the Trustee
and the Issuer may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. 
We further understand that the Notes purchased by us will bear a legend
to the foregoing effect.


 


5.             We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.


 


6.             We are acquiring the
Notes purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion in each case for investment and not with a
view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act.


 


You,
the Issuer and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-13

















 


EXHIBIT B


FORM OF DEFINITIVE NOTE


 


[non-registration legend to be included on Private Notes]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS ONE YEAR
(OR SIX MONTHS IF ALL APPLICABLE CONDITIONS TO SUCH RESALE UNDER RULE 144 UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION THEREOF) ARE SATISFIED) AFTER THE
LATER OF THE ORIGINAL ISSUANCE DATE THEREOF, THE ISSUANCE DATE OF ANY
SUBSEQUENT REOPENING AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
THEREOF WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD
AS MAY BE PRESCRIBED BY SUCH RULE 144 (OR SUCH SUCCESSOR PROVISION)
PERMITTING RESALES OF THIS SECURITY WITHOUT ANY CONDITIONS (THE “RESALE
RESTRICTION TERMINATION DATE”) OTHER THAN (1) TO THE COMPANY, (2) IN
A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
ATTACHED TO THIS SECURITY), (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY
THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
OF THIS SECURITY), (5) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED
TO THIS SECURITY IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE
OR (6) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.  AN INSTITUTIONAL
ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY
AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY
REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES 


 


B-1

















 


WITH
THE FOREGOING RESTRICTIONS.  THE
FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE
RESTRICTION TERMINATION DATE.  THE HOLDER
OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY
OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (2) PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE
WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY.


 


[Regulation S legend
to be included on Private Notes]


 


BY ITS ACQUISITION HEREOF, EACH HOLDER OF THIS
SECURITY, AND EACH PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN SUCH SECURITY,
AGREES THAT PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS
DEFINED IN THE COMPANY ORDER ESTABLISHING THE TERMS OF THIS SECURITY),
BENEFICIAL INTERESTS IN THIS SECURITY MAY ONLY BE OFFERED, RESOLD OR
OTHERWISE TRANSFERRED (A) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT
OF 1933 OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903
OR 904 UNDER THE SECURITIES ACT OF 1933 AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION.


 


[registration rights
legend to be included on Private Notes]


 


BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY
OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT
ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE “REGISTRATION RIGHTS
AGREEMENT”) DATED AS OF OCTOBER 23, 2008 AND RELATING TO THE REGISTRATION UNDER
THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED
HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.


 


B-2
















 


Illinois Commerce Commission ID No.: 6505


 


ILLINOIS POWER COMPANY


9.75% SENIOR SECURED NOTE DUE 2018


 


	
  CUSIP:

  	
   

  	
   

  	
   

  	
  PRINCIPAL
  AMOUNT: $400,000,000

  
	
  ISIN:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE: October 23, 2008

  	
   

  	
  MATURITY
  DATE: November 15, 2018

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 9.75%

  	
   

  	
  NUMBER:
  1

  
							



 


ILLINOIS POWER COMPANY, a
corporation of the State of Illinois (the “COMPANY”), for value received hereby
promises to pay to CEDE & CO or registered assigns, the principal
amount specified above on the Maturity Date set forth above, and to pay
interest thereon from and including the Original Issue Date specified above or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on May 15 and November 15
in each year, commencing May 15, 2009, and on the Maturity Date, at the
per annum interest rate set forth above until the principal hereof is paid or
made available for payment. If the Company does not comply with certain of its
obligations under the Registration Rights Agreement, dated as of October 23,
2008, this bond shall, in accordance with Section 2(e) of such
Registration Rights Agreement, bear additional interest (“Additional Interest”)
in addition to the interest provided for in the immediately preceding sentence.  For purposes of this Note, the term “interest”
shall be deemed to include interest provided for in the second immediately
preceding sentence and Additional Interest, if any. No interest shall accrue on
the Maturity Date, so long as the principal amount of this Note is paid in full
on the Maturity Date. The interest so payable and punctually paid or duly
provided for on any such Interest Payment Date will (except for interest
payable on the Maturity Date set forth above or, if applicable, upon redemption
or acceleration), as provided in the Indenture (as defined below), be paid to
the Person in whose name this Note is registered at the close of business on
the Regular Record Date for such interest, which shall be May 1 or November 1,
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Note, the Original Issue
Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture (referred to on the
reverse hereof), any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and shall be paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to
Noteholders not more than fifteen days nor fewer than ten days prior to such
Special Record Date.  Principal,
applicable premium and interest due at the Maturity of this Note shall be
payable in immediately available funds when due upon presentation and surrender
of this Note at the corporate trust office of the Trustee or at the authorized
office of any paying agent in the Borough of Manhattan, The City and State of
New York or Chicago, Illinois. Interest on this 


 


B-3

















 


Note (other than
interest payable at Maturity) shall be paid by check payable in clearinghouse
funds to the Holder as its name appears on the register; provided, that if the
Trustee receives a written request from any Holder of Notes, the aggregate
principal amount of all of which having the same Interest Payment Date as this
Note equals or exceeds $10,000,000, on or before the applicable Regular Record
Date for such Interest Payment Date, interest on the Note shall be paid by wire
transfer of immediately available funds to a bank within the continental United
States (designated by such Holder in its request or by direct deposit into the
account of such Holder designated by such Holder in its request if such account
is maintained with the Trustee or any paying agent).


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF,
WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH IN FULL AT THIS PLACE.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof, directly or through an Authenticating Agent by manual signature
of an authorized officer, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.


 


B-4

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


	
   

  	
  ILLINOIS POWER COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


TRUSTEE’S CERTIFICATE

OF AUTHENTICATION


 


Dated: October 23, 2008


 


This Note is one of the Notes of the series herein


designated, described or provided for in the within-


mentioned Indenture.


 


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


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-5

















 


[FORM OF REVERSE OF NOTE]


 


ILLINOIS POWER COMPANY

9.75% SENIOR SECURED NOTE DUE 2018


 


This Note is one of a
duly authorized issue of 9.75% Senior Secured Notes due 2018 (the “NOTES OF
THIS SERIES”) of the Company issued and to be issued under an Indenture dated
as of June 1, 2006, between the Company and The Bank of New York Mellon
Trust Company, N.A., as trustee (herein called the “TRUSTEE”, which term
includes any successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “INDENTURE”). Under the Indenture, one or more
series of notes may be issued and, as used herein, the term “Notes” refers to
the Notes of this Series.  Reference is
hereby made to the Indenture for a more complete statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Noteholders and of the terms upon which the Notes are and
are to be authenticated and delivered. This Note is one of the series
designated on the face hereof, issued in the initial aggregate principal amount
of $400,000,000.


 


The Notes will be secured
by mortgage bonds (the “SENIOR NOTE MORTGAGE BONDS”) delivered by the Company
to the Trustee for the benefit of the Holders of the Notes, issued under the
General  Mortgage Indenture and Deed of
Trust, dated as of November 1, 1992 between the Company and The Bank of
New York Mellon Trust Company, N.A. (formerly BNY Midwest Trust Company), as
successor trustee (the “MORTGAGE TRUSTEE”), as supplemented and modified
(collectively, the “MORTGAGE”). Reference is made to the Mortgage and the
Indenture for a description of the rights of the Trustee as holder of the
Senior Note Mortgage Bonds, the property mortgaged and pledged, the nature and
extent of the security and the rights of the holders of mortgage bonds, under
the Mortgage and the rights of the Company and of the Mortgage Trustee in
respect thereof, the duties and immunities of the Mortgage Trustee and the
terms and conditions upon which the Senior Note Mortgage Bonds are secured and
the circumstances under which additional mortgage bonds may be issued.


 


So long as any of the
Notes of this Series are outstanding, the Company will not optionally
redeem, purchase or otherwise retire in full its outstanding Mortgage Bonds,
and, therefore, the Release Date will not occur.


 


Each Note of this Series shall
be dated and issued as of the date of its authentication by the Trustee and
shall bear an Original Issue Date.  Each
Note of this Series issued upon transfer, exchange or substitution of such
Note shall bear the Original Issue Date of such transferred, exchanged or
substituted Note, as the case may be.


 


Interest on this Note
will accrue from and including the Original Issue Date specified above to, but
excluding, May 15, 2009, and thereafter, from and including each Interest
Payment Date to, but excluding, the next succeeding Interest Payment Date or
the Maturity Date, as the case may be.


 


Interest payments for
this Note shall be computed on the basis of a 360-day year consisting of twelve
30-day months.  If any Interest Payment
Date falls on a day that is not a Business Day, the Interest Payment Date will
be the next succeeding Business Day (and without 


 


B-6

















 


any interest or
other payment in respect of any such delay). 
If the Maturity Date of this Note or any redemption date falls on a day
that is not a Business Day, the payment of principal, premium, if any, and
interest will be made on the next succeeding Business Day, and no interest on
such payment shall accrue for the period from and after the Maturity Date or
such redemption date.


 


All or a portion of the
Notes of this Series may be redeemed at the option of the Company at any
time or from time to time. The redemption price for the Notes of this Series to
be redeemed on any redemption date will be equal to the greater of the
following amounts: (a) 100% of the principal amount of the Notes of this Series being
redeemed on the redemption date; or (b) the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes of this
Series being redeemed on that redemption date (not including any portion
of any payments of interest accrued to the redemption date) discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate (as defined
below) plus 50 basis points, as determined by the Reference Treasury Dealer (as
defined below); plus, in each case, accrued and unpaid interest thereon to the
redemption date. Notwithstanding the foregoing, installments of interest on
Notes of this Series that are due and payable on Interest Payment Dates
falling on or prior to a redemption date will be payable on the Interest
Payment Date to the Holder of this Note as of the close of business on the
relevant Regular Record Date. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.


 


The Company shall mail
notice of any redemption at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes of this Series to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes of this Series or
portions thereof called for redemption.


 


“ADJUSTED TREASURY RATE”
means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


 


“COMPARABLE TREASURY
ISSUE” means the United States Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of the
Notes of this Series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Notes of this Series.


 


“COMPARABLE TREASURY
PRICE” means, with respect to any redemption date, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations, or (C) if only one Reference Treasury
Dealer Quotation is received, such quotation.


 


“REFERENCE
TREASURY DEALER” means (A) Barclays Capital Inc., J.P. Morgan Securities
Inc. or UBS Securities LLC or their respective affiliates which are primary
U.S. 


 


B-7

















 


Government securities dealers in the United States (each, a “Primary
Treasury Dealer”), and their respective successors; provided, however, that if
any of the foregoing shall cease to be a Primary Treasury Dealer, the Company
shall substitute therefor another Primary Treasury Dealer; and (B) any
other Primary Treasury Dealer(s) selected by the Company.


 


“REFERENCE TREASURY
DEALER QUOTATIONS” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Company, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
Business Day preceding such redemption date.


 


The Company, at its option,
and subject to the terms and conditions provided in the Indenture, will be
discharged from any and all obligations in respect of the Notes of this Series (except
for certain obligations including obligations to register the transfer or
exchange of Notes of this Series, replace stolen, lost or mutilated Notes of
this Series, maintain paying agencies and hold monies for payment in trust, all
as set forth in the Indenture) if the Company deposits with the Trustee money,
U.S. Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes of this Series on the dates such payments are
due in accordance with the terms of the Notes of this Series.


 


If an Event of Default
shall occur and be continuing with respect to the Notes, the principal of and
interest on the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture and, upon such declaration, the Trustee
shall demand the redemption of the Senior Note Mortgage Bonds to the extent
provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modifications of the rights and obligations of the Company and the rights of
the Noteholders under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the outstanding Notes. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange therefor or in lieu thereof whether or not notation of such consent or
waiver is made upon this Note.


 


As set forth in and
subject to the provisions of the Indenture, no Holder of any Notes will have
any right to institute any proceeding with respect to the Indenture or for any
remedy thereunder unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to such Notes, the
Holders of a majority in aggregate principal amount of the outstanding Notes
affected by such Event of Default shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as Trustee and
the Trustee shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of and any
premium or interest on this Note on or after the respective due dates expressed
herein.


 


B-8

















 


No reference herein to
the Indenture and to provisions of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Note at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registrable in the Note register. Upon surrender of this Note for
registration or transfer at the corporate trust office of the Trustee or such
other office or agency as may be designated by the Company in the Borough of
Manhattan, the City and State of New York, or Chicago, Illinois, endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this Series of like tenor and of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.


 


The Notes of this Series are
issuable only in registered form, without coupons, in denominations of $2,000
and integral multiples of $1,000 thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this Series are
exchangeable for a like aggregate principal amount of Notes of this Series of
like tenor and of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment
of this Note for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Note is registered as the owner thereof for all purposes, whether or not this
Note is overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.


 


The Indenture and the
Notes shall be governed by, and construed in accordance with, the laws of the
State of New York without regard to conflicts of law principles thereof.


 


All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture unless otherwise indicated herein.


 


B-9

















 


ABBREVIATIONS


 


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN
  COM — as tenants in common

  	
   

  	
  UNIF
  GIFT

  
	
   

  	
   

  	
  MIN
  ACT - 

  	
   

  	
   Custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
  TEN
  ENT — as tenants by the

  	
   

  	
   

  
	
  entireties

  	
   

  	
  Under
  Uniform Gifts to Minors

  
	
   

  	
   

  	
   

  
	
  JT
  TEN — as joint tenants with right

  	
   

  	
   

  
	
  of
  survivorship and not as tenants in

  	
   

  	
   

  
	
  common

  	
   

  	
   

  
	
   

  	
   

  	
  State

  



Additional abbreviations may also be used 

though not in the above list.


 


B-10

















 


CERTIFICATE OF TRANSFER*


 


ILLINOIS POWER COMPANY


 


9.75% Senior Secured Notes due 2018


 


FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE


 


Name
and address of assignee must be printed or typewritten.


 


$


 


principal
amount of beneficial interest in the referenced Security of the Company and
does hereby irrevocably constitute and appoint 


 


to
transfer the said beneficial interest in such Security, with full power of
substitution in the premises.


 


The
undersigned certifies that said beneficial interest in said Security is being
resold, pledged or otherwise transferred as follows:


 


(check
one)


 


o                        to the Company;


 


o                        to a Person whom
the undersigned reasonably believes is a qualified institutional buyer within
the meaning of Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), purchasing for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or other transfer is being made in reliance on Rule 144A;


 


o                        in an offshore
transaction in accordance with Rule 903 or 904 of Regulation S under the
Securities Act;


 


o                        to an institution
that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act that is acquiring this Security for
investment purposes and not for distribution (attach a copy of an Institutional
Accredited Investor Certificate in the form annexed signed by an authorized
officer of the transferee);


 


o                        as otherwise
permitted by the non-registration legend appearing on this Security; or


 


o                        as otherwise agreed
by the Company, confirmed in writing to the Trustee, as follows: [describe]


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  The signature to this assignment must correspond with the name as written
  upon the face of the within instrument in every particular without alteration
  or enlargement, or any change whatever.

  



 






*  Include this form
of Certificate of Transfer only in a Private Note.


 


B-11

















 


SIGNATURE GUARANTEE


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirement of the registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


B-12

















 


[FORM OF INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE]*


 


 


[Transferor
Name and Address]


 


Ladies
and Gentlemen:


 


In
connection with our proposed purchase of 9.75% Senior Secured Notes due 2018
(the “Notes”) issued by Illinois Power Company d/b/a AmerenIP (the “Issuer”),
we confirm that:


 


1.             We have received a
copy of the Offering Memorandum (the “Offering Memorandum”) relating to the
Notes and such other information as we deem necessary in order to make our
investment decision.  We acknowledge that
we have read and agree to the matters stated under the caption NOTICE TO
INVESTORS in such Offering Memorandum.


 


2.             We understand that
any subsequent transfer of the Notes is subject to certain restrictions and
conditions set forth in the indenture relating to the Notes (the “Indenture”)
and as set forth under NOTICE TO INVESTORS in the Offering Memorandum and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the “Securities Act”).


 


3.             We understand that
the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes may not be offered or sold except as permitted in the
following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we sell any Notes, we will do so only (A) to the Issuer, (B) so
long as the Notes are eligible for resale pursuant to Rule 144A under the
Securities Act (“Rule 144A”), to a person whom we reasonably believe is a “qualified
institutional buyer” within the meaning of Rule 144A that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or other transfer is being made in
reliance on Rule 144A, (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes to the Trustee (as
defined in the Indenture) a signed letter containing certain representations
and agreements relating to the restrictions on transfer of the Notes
(substantially in the form of this letter), (D) in an offshore transaction
in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act (if available), or (F) in accordance with another
applicable exemption from the registration requirements of, or in a transaction
not subject to, the Securities Act or pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser
that resales of the Notes are restricted as stated herein.


 






*  Include
this form only in a Private Note.


 


B-13

















 


4.             We understand that,
on any proposed resale of any Notes, we will be required to furnish to the
Trustee and the Issuer such certification and other information as the Trustee
and the Issuer may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. 
We further understand that the Notes purchased by us will bear a legend
to the foregoing effect.


 


5.             We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.


 


6.             We are acquiring
the Notes purchased by us for our own account or for one or more accounts (each
of which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion in each case for investment and not with a
view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act.


 


You,
the Issuer and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-14