Exhibit (b)(14)

                                                                   June 30, 1997





Mr. Wilfred Connell
2899 Forrest Lane
Decatur, IL  62521

Dear Wilfred:

This letter  represents  the full and complete  terms of the  agreement  between
Wilfred Connell and Illinois Power (Company)  regarding your retirement from the
Company.

1.   You will remain an active employee of the Company,  at your present monthly
     rate of  $16,000,  through  July 31,  1997.  During  this  period  you will
     continue  to  report  to  John  Cook  and  will  be  assigned  projects  as
     appropriate.

2.   You agree to make yourself available to perform consulting services for the
     Company  during the period August 1, 1997 through  December 31, 1997 as may
     be requested  by the Company  from time to time.  The Company will give you
     advance notice when  consulting  services are required and agrees that such
     consulting services will not require more than 60 hours of your time in any
     month  and will not  exceed  300 hours in total.  In  consideration  of the
     consulting  services  to be provided  under this  paragraph 2 and the other
     covenants contained in this Agreement,  within 15 days after July 31, 1997,
     the Company  will pay you a lump sum payment of $80,000.  This payment will
     not be treated as  compensation  for  purposes of any  retirement  or other
     benefit plan maintained by the Company.

3.   On August 1, 1997 your status will change from active to retired.

4.   You and your spouse are entitled to active employee medical in retirement.

5.   Based on your age at  retirement,  life insurance of $112,000 per year will
     be provided.

6.   Long Term Incentives are divided into two  components:  SVA Award and Stock
     Options.

          SVA Award:  Performance  permitting,  you will receive your previously
          earned SVA Award(s) on the regular  payout  cycle based on  previously
          established goals.

          Stock  Options:  Unvested  options will continue to vest in accordance
          with our  preestablished  schedule.  Vested  options must be exercised
          before your fifth anniversary after retirement.

7.   Executive Incentive  Compensation:  Vested awards and deferred compensation
     will be distributed according to your previous declarations.

8.   Executive tax assistance  and financial  planning are available to you as a
     retiring officer for the reminder of 1997 and calendar years 1998 and 1999,
     not to exceed $2500 per year.

9.   Outplacement  assistance of up to $1000 will be reimbursed for expenses you
     incur prior to August 1, 1998.

10.  In the event the NRC determines  individual  enforcement is appropriate for
     events  that  occurred  on  June  2,  1997,  Illinois  Power  will  provide
     appropriate  legal  representation to aid you in defense of NRC enforcement
     actions.

11.  Your company vehicle must be returned to the  Headquarter's  parking garage
     by August 1, 1997.

12.  You must make the  proper  arrangements  for out  processing  according  to
     Clinton Power Station Procedure.

13.  The  total  monthly  benefit  you are  entitled  to with a August  1,  1997
     retirement date is $3594.16  consisting of $2900.05 from the Qualified Plan
     and  $694.11  from  the   Supplemental   Retirement   Income  Plan  (Plan).
     Additionally,  by special Amendment to the Plan, an additional supplemental
     monthly  payment of $765.58  will be paid  through the Plan.  A  contingent
     annuity options available for your qualified benefit. The amount payable to
     you through the Plan is only paid while you are living.

14.  You  understand  and agree that the benefits  provided under this Agreement
     exceed those to which you would  otherwise  be entitled and Illinois  Power
     shall not be obligated to pay you any additional compensation or to provide
     any  additional  benefits to you except as provided in this Agreement or as
     required by law.

     15.  In  consideration of the foregoing,  you, on behalf of yourself,  your
          heirs, agents, successors, representatives and assigns, hereby release
          Illinois Power,  its past,  present and future  officers,  directors,,
          employees,   agents  and  representatives  and  their  successors  and
          assigns, from any and all claims of whatever sort which you had or now
          have against each or any one of them relating in any way to or arising
          out of your employment  with Illinois Power or the severance  thereof,
          including,  but not limited to, any claims of age discrimination under
          the  Age   Discrimination   in  Employment   Act  or  other   statute,
          constructive  discharge,  wrongful  termination,  or any other  claims
          under any federal,  state or local  statute,  ordinance or common law.
          Nothing in this paragraph  shall be construed to release any claims or
          waive any right to sue arising out of violations of this  Agreement or
          acts  subsequent  to the date of this  Agreement.  You are  advised to
          consult with your attorney prior to signing this Agreement.

          Illinois Power,  on behalf of itself and its past,  present and future
          officers,  directors,  employees,  agents and  representatives  hereby
          releases  you from any and all claims of whatever  sort which they had
          or now have  against you relating in any way to or arising out of your
          employment  with Illinois  Power.  Nothing in this paragraph  shall be
          construed  to release any claims or waive any right to sue arising out
          of violations of this Agreement or acts subsequent to the date of this
          Agreement.

          You  agree  that,  except  as  required  by law,  you  will not use or
          disclose any non-public  information  about the company,  and that you
          will promptly return all materials  containing  confidential  material
          about the  Company  which  still may be in your  possession.  You also
          agree to  cooperate  with the company in any third  party  lawsuits or
          other  claims  involving  the  Company,  to the extent that the claims
          relate to your work for the Company,  and the Company will provide you
          with reasonable compensation for the time you spend in connection with
          such cooperation.

If you  concur  with the terms of this  Agreement,  please  sign and date in the
appropriate place below.

                                                                Sincerely,


                                                                /s/Larry D. Haab
                                                                Larry D. Haab


Accepted and agreed to this
30 day of June, 1997



/s/Wilfred Connell
Wilfred Connell