POWER OF ATTORNEY
                                -----------------


     WHEREAS,  directors,  certain officers,  and beneficial owners of more than
10% of any equity  security of ILLINOIS POWER COMPANY,  an Illinois  corporation
(herein referred to as the "Company"),  are required to file with the Securities
and Exchange Commission and the New York Stock Exchange, under Section 16 of the
Securities  Exchange  Act of  1934,  as now and  hereafter  amended,  statements
regarding  ownership and change in ownership of equity securities of the Company
(the "Reporting Forms"); and

     WHEREAS,  the undersigned  holds an office or offices in the Company and is
required to file such Reporting Forms.

     NOW,  THEREFORE,  the undersigned hereby constitutes and appoints Steven R.
Sullivan  and/or Ronald K. Evans and/or G. L. Waters and/or any  individual  who
hereafter  holds the offices of Secretary or Assistant  Secretary of the Company
the true and lawful  attorneys-in-fact of the undersigned,  for and in the name,
place  and  stead  of the  undersigned,  to affix  the  name of the  undersigned
(including,  without  limitation,  any  electronic  signature) to said Reporting
Forms and any  amendments  thereto,  and, for the  performance of the same acts,
each with power to appoint in their place and stead and as their substitute, one
or more  attorneys-in-fact  for the undersigned,  with full power of revocation;
hereby ratifying and confirming all that said attorneys-in-fact may do by virtue
hereof.  The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities  Exchange Act of 1934. The undersigned further
acknowledges  that in whatever  capacities he/she may hold in the Company in the
future,  this Power of Attorney shall remain in full force and effect until such
time it would be revoked by the undersigned.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his/her hand this 1st
day of October, 2004:

                                                 /s/ Jerre E. Birdsong
                                         ---------------------------------------
                                                     Jerre E. Birdsong

STATE OF MISSOURI)
                 ) SS.
CITY OF ST. LOUIS)

     On this 1st day of October,  2004, before me, the undersigned Notary Public
in and for said State, personally appeared Jerre E. Birdsong,  known to me to be
the person  described in and who executed  the  foregoing  power of attorney and
acknowledged  to me that he/she  executed  the same as his/her free act and deed
for the purposes therein stated.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal.



                                                 /s/ S. A. Kitchens
                                         ---------------------------------------
                                                     S. A. Kitchens
                                               Notary Public - Notary Seal
                                                   STATE OF MISSOURI
                                                   St. Louis County
                                            My Commission Expires: July 9, 2007