Clinton Sale

["CARTWRIGHT, GARY A" <gcartwright@oppd.com>]

 ILLINOIS POWER EXPECTS TO SELL CLINTON STATION TO AMERGEN
  Parties Work Toward Final Agreement by December
      CLINTON, Ill. (April 15, 1999) -- Illinois Power and
 AmerGen Energy Company, owned jointly by PECO Energy Company
 and British Energy, have reached an interim agreement on
 basic terms under which AmerGen would purchase and operate
 the Clinton Power Station and Illinois Power would buy at
 least 75 percent of the plant's electricity output for the
 next several years.
      In addition, PECO Energy, which contracted with IP for
 management services at Clinton starting in January 1998,
 will continue to manage the station pending the parties
 reaching a final agreement and closing a sale.
      As part of the three-way agreement, starting April 1
 PECO Energy is assuming the plant's direct operating and
 capital expenses, approximately $18 million per month. With
 the sale, expected near year's end, AmerGen would pay IP $20
 million for the plant and would assume full responsibility
 and liability for operating and ultimately decommissioning
 the nuclear station.
Ilinois Power has agreed to negotiate exclusively with
 AmerGen until June 15. While the interim agreement provides
 a framework for further discussions toward a final agreement
 to sell the Clinton Power Station to AmerGen, several
 significant steps remain before a sale can be completed.
 Parties must yet reach a definitive agreement on numerous
 issues and a series of governmental approvals must be
 obtained before closing on a final agreement could take
 place.
       "This is a positive arrangement for everyone," said
 Illinois Power and Illinova Chairman Charles E. Bayless.
    "I'm optimistic that we can reach a final agreement that
 will allow us to sell rather than close Clinton. Operating
 the plant maintains tremendous economic benefits for Central
 Illinois, and our customers will have electricity from
 Clinton for years to come."
      Dickinson Smith, AmerGen chief executive officer, said,
 "We are particularly pleased to formalize our negotiations
 with Illinois Power. PECO Energy has had an excellent
 relationship with the company and its Clinton plant
 personnel for more than a year, and we are convinced that
 Clinton will be an excellent asset for our AmerGen

 portfolio."
      Dr. Robin Jeffrey, AmerGen president and British Energy
 executive director North America, said, "The Clinton deal
 demonstrates British Energy's commitment to delivering
 shareholder value and growth through its U.S. nuclear
 strategy. I'm confident that British Energy, working with
 our U.S. partners, can play a significant role in the
 developing competitive electricity market in North America."
      During 1999, Illinois Power will retain 80 percent of
 the plant's electricity output and will compensate PECO for
 its services based on the amount of power Clinton produces.
After the plant is sold, IP would buy at least 75 percent of
 Clinton's power output through 2004. IP will continue to pay
 indirect costs -- such as pension benefits, payroll taxes
 and property taxes -- until the sale is closed. At financial
 closing, Illinois Power intends to transfer to AmerGen the
 existing decommissioning fund, expected to be approximately
 $95 million at the end of 1999, and would make six annual
 payments of $30 million toward future decommissioning.
      "This agreement meets our major goals for exiting the
 nuclear business," said Bayless. "It limits both IP's and
 our customers' obligation for decommissioning, it transfers
 the responsibilities and risks of operating a nuclear plant
 to a company with more nuclear experience, and it maximizes
 the value we get for the plant.
      "An eventual sale will mitigate our risk of being a
 single-unit nuclear operator and will clear the way for us
 to pursue competitive business strategies," Bayless said.
      Meanwhile, until all approvals are obtained and the
 sale is consummated, Illinois Power continues to maintain
 the license for Clinton's operation and retains ultimate
 oversight of the plant.
      "While considerable negotiation is still before us and
   many regulatory approvals will be necessary before a sale
 can be finalized, we are optimistic that this interim
 agreement is a major step toward AmerGen's acquisition and
 operation of the Clinton plant," said Smith.
      Jerry Rainey, PECO Energy chief nuclear officer, said,
 "I am pleased with the work that PECO Nuclear and Illinois
 Power have completed to date. We look forward to helping the
 Clinton team reach excellence in nuclear operations."
      AmerGen was formed in 1997 as a joint venture by PECO
 Energy, of Philadelphia, and British Energy, of Edinburgh,
 Scotland, to purchase and operate nuclear plants in the
     United States. Both have a strong commitment to the future
 of nuclear power and share similar operational cultures
 involving people, processes, safety and reliability.
      Clinton Power Station, a nuclear-fueled boiling water
 reactor, began producing electricity in 1987. It is owned by
 Illinois Power, an electric and natural gas utility that
 serves 650,000 customers over a 15,000-square-mile area of
 Illinois. Illinois Power is a subsidiary of  Illinova Corp.,
 headquartered in Decatur, Ill., an energy services holding
 company with annual revenues of $2.4 billion. Other Illinova
 subsidiaries include Illinova Generating, which invests in,
  develops and operates independent power projects worldwide;
 and Illinova Energy Partners, which markets energy and
 energy-related services in the United States and Canada.
      PECO Energy is an electric and gas utility serving 1.5
 million electric customers in the five-county Philadelphia
 area and 400,000 natural gas customers in four suburban
 counties. It is one of the nation's largest nuclear
 utilities, producing more than 24 million kilowatt-hours of
 electricity in 1998 at its Limerick and Peach Bottom
 generating stations. PECO Energy has set new nuclear
 performance standards in safety, availability and capacity
factors, efficient refueling outages, and low operating and
 maintenance costs.
      PECO Energy also owns and operates coal, natural gas,
 oil, landfill gas and hydro power plants. PECO Energy's
 Power Team operates a 24-hour energy trading floor with
 transactions in 47 states and Canada.
      British Energy provides more than 20 percent of
 Britain's electricity and is the U.K.'s largest generator.
 It owns and operates 15 nuclear power reactors in the United
 Kingdom, with 9,600 megawatts of generation, including seven
 advanced gas-cooled nuclear stations and one pressurized
    water reactor station. In July 1996, British Energy was
 successfully privatized through a public offering of stock.
 The company has distinguished itself on nuclear operations
 through its outstanding safety record and by reducing costs
 and increasing output and profit following privatization.
 Headquartered in Edinburgh, Scotland, it has market
 capitalization of some 4bn pounds and has 5,300 employees.
                            - 30 -

  MEDIA ADVISORY TO EDITORS AND NEWS DIRECTORS:
  Illinois Power Senior Vice President David Butts and AmerGen Chief
Executive Officer Dickinson Smith will conduct a news briefing Thursday,
 April 15, at 10:30 a.m. Central Time, at the Energy and Environment
 Center adjacent to the Clinton Power Station, six miles east of Clinton
 on Route 54.

 Teleconferencing will be available for reporters who cannot attend in
 person. To participate in the call, dial 1-800-857-3656 or
 (international) 712-271-0163 by 10:20 a.m. Password for the call is
 "Clinton."  The call will be recorded. A replay will be available by 1
 p.m. April 15 (CDT) and continue through 5 p.m. Monday, April 19. To
 hear the replay, call 1-800-386-4113.


GACartwright
Gary Cartwright
gcartwright@oppd.com

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