Amendment to the Dynegy Northeast Generation, Inc. Savings Incentive Plan




 EXHIBIT 10.31 
  
 AMENDMENT TO THE DYNEGY NORTHEAST GENERATION, INC. SAVINGS 
 INCENTIVE PLAN 
  
 WHEREAS, Dynegy Northeast Generation, Inc. (the “Company”) maintains the Dynegy Northeast Generation, Inc. Savings Incentive Plan (the “Plan”); 
  
 WHEREAS, the Plan was last amended and restated effective January 31, 2001
and was subsequently amended to incorporate “good faith” amendments for compliance with the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”); 
  
 WHEREAS, the Company desires to permit catch-up contributions effective
January 1, 2004 in accordance with EGTRRA; 
  
 WHEREAS, Rev. Proc.
2002-29 requires that qualified defined contribution plans be amended by the end of the first plan year beginning on or after January 1, 2003 to comply with the final and temporary regulations of Section 401(a)(9) of the Internal Revenue Code of
1986, as amended (the “Code”) and provides model amendments for such purpose; 
  
 NOW THEREFORE, in consideration of the premises, the Plan is hereby amended as follows: 
  
 I. 
  
 Effective January 1, 2004, a new Section 4.9 is hereby added to the Plan to provide as follows: 
  
 “4.9 Catch-up Contributions. Effective January 1, 2004, all
Eligible Employees who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of,
Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Section 402(g) and 415 of the Code. The Plan shall not be treated as failing
to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. Notwithstanding any other provision
of the Plan, catch-up contributions shall not be matched by Employer Contributions.” 








 II. 
  
 Effective January 1, 2003, the Plan is hereby amended to provide as follows: 
  
 “Minimum Distribution Requirements. Rev. Proc. 2002-29 requires that qualified defined contribution plans be amended by the end
of the first Plan Year beginning on or after January 1, 2003, to comply with final and temporary regulations under Section 401(a)(9) of the Code, relating to required minimum distributions, and provides model amendments for this purpose. The
following provisions reflect such model amendments, but are not intended to provide any right to any optional form of distribution not otherwise provided in the Plan. 
  
 (a) General Rules. 
  
 (i) Effective Date. The provisions of this Section will apply for purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year. 
  
 (ii) Precedence.
The requirements of this Section will take precedence over any inconsistent provisions of the Plan. 
  
 (iii) Requirements of Treasury Regulations Incorporated. All distributions required under this Section will be determined and made in accordance
with the Treasury regulations under Section 401(a)(9) of the Code. 
  
 (iv) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 
  
 (b) Time and Manner of Distribution. 
  
 (i) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later
than the Participant’s required beginning date. 
  
 (ii)
Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 
  
 (A) If the Participant’s surviving spouse is the Participant’s
sole designated beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant
would have attained age 701⁄2, if later. 
  
 (B) If the
Participant’s surviving spouse is not the Participant’s sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the
Participant died. 
  

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 (C) If there is no designated beneficiary as of September 30 of the year following the year of the
Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 
  
 (D) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving
spouse dies after the Participant but before distributions to the surviving spouse begin, this Subsection (b)(ii), other than Subsection (b)(ii)(A), will apply as if the surviving spouse were the Participant. 
  
 For purpose of this Subsection (b)(ii) and Subsection (d), unless Subsection
(b)(ii)(D) applies, distributions are considered to begin on the Participant’s required beginning date. If Subsection (b)(ii)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving
spouse under Subsection (b)(ii)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse under Subsection (b)(ii)(A)), the date distributions are considered to begin is the date distributions actually commence. 
  
 (iii) Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Subsections (c) and (d)
of this Section. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the
Treasury regulations. 
  
 (c) Required Minimum Distributions During
Participant’s Lifetime. 
  
 (i) Amount of Required
Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: 
  
 (A) the quotient obtained by dividing the Participant’s account balance
by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or 
  
 (B) if the Participant’s sole designated beneficiary for the
distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,
using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year. 
  

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 (ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.
Required minimum distributions will be determined under this Subsection (c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 
  
 (d) Required Minimum Distributions After Participant’s Death. 
  
 (i) Death On or After Date Distributions Begin. 
  
 (A) Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained
by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows: 
  
 (1) The Participant’s remaining life expectancy is calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year. 
  
 (2) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the
year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the
surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. 
  
 (3) If the Participant’s surviving spouse is not the Participant’s
sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

  
 (B) No Designated Beneficiary. If the Participant dies
on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the
year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for
each subsequent year. 
  

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 (ii) Death Before Date Distributions Begin. 
  
 (A) Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Subsection(d)(i). 
  
 (B) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death. 
  
 (C) Death of Surviving Spouse
Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving spouse under Subsection (b)(ii)(A), this Subsection (d)(ii) will apply as if the surviving spouse were the Participant. 
  
 (e) Definitions. 
  
 (i) Designated beneficiary. The individual who is designated as the beneficiary under the applicable section of the Plan and is the designated
beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 
  
 (ii) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s
death, the first distribution calendar year is the calendar year in which distributions are required to begin under Subsection (b)(ii). The required minimum distribution for the Participant’s first distribution calendar year will be made on or
before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required
beginning date occurs, will be made on or before December 31 of that distribution calendar year. 
  
 (iii) Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

  
 (iv) Participant’s account balance. The account
balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and 
  

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 allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year
or in the distribution calendar year if distributed or transferred in the valuation calendar year. 
  
 (v) Required beginning date. The date specified in Section 401(a)(9)(C) of the Code.” 
  
 Except as herein modified, the Plan shall remain in full force and effect.

  
 IN WITNESS WHEREOF, this Amendment has been executed this 23rd
day of December, 2003, to be effective as of the date set forth above. 
  

			
	Dynegy Northeast Generation, Inc.
		
	 By:
	 	 /s/ TERESA L. NAYLOR


	 Name:
	 	 Teresa L. Naylor


	 Title:
	 	  




  

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