AMENDMENT TO EMPLOYEE RETENTION AGREEMENT OF ILLINOVA CORPORATION

                                                                 Exhibit (a)(12)

                                    AMENDMENT
                                       TO
              EMPLOYEE RETENTION AGREEMENT OF ILLINOVA CORPORATION

     WHEREAS,  Illinova  Corporation  (Corporation)  has entered  into  Employee
Retention Agreements with certain of its employees (the "Agreements"); and

     WHEREAS, amendment of the Agreements is now deemed desirable;

     NOW,  THEREFORE,  BE IT RESOLVED that,  pursuant to the amending  authority
reserved  to the  Corporation  in  paragraph 8 of each of the  Agreements,  each
Agreement  is hereby  amended by adding  the  following  sentence  at the end of
paragraph 1 thereof:

"Notwithstanding  any provision in this Agreement to the contrary,  the benefits
under this paragraph 1 shall be in lieu of, and not in addition to, any benefits
to which the  Eligible  Employee  might  otherwise  be entitled  under any other
severance plan maintained by the Company."