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                                                                    EXHIBIT 10.1



















                                   DYNEGY INC.
                               401(k) SAVINGS PLAN


















                             As Amended and Restated
                            Effective January 1, 2002

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                         DYNEGY INC. 401(k) SAVINGS PLAN

                              W I T N E S S E T H :

         WHEREAS, DYNEGY INC., an Illinois corporation, hereinafter referred to
as the "Company," has heretofore adopted the DYNEGY INC. PROFIT SHARING/401(k)
SAVINGS PLAN, hereinafter referred to as the "PLAN," for the benefit of its
eligible employees; and

         WHEREAS, the Company desires to restate the Plan and to amend the Plan
in several respects, including changing the name of the Plan to the DYNEGY INC.
401(k) SAVINGS PLAN, intending thereby to provide an uninterrupted and
continuing program of benefits;

         NOW, THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2002, except as
otherwise indicated herein:

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                                                 TABLE OF CONTENTS


<Table>
<Caption>

                                                                                                               PAGE
                                                                                                               ----
<S>      <C>                                                                                                   <C>
I.       Definitions and Construction.............................................................................1
         1.1      Definitions.....................................................................................1
                  (1)      Account(s).............................................................................1
                  (2)      Act....................................................................................1
                  (3)      After-Tax Account......................................................................1
                  (4)      After-Tax Contributions................................................................1
                  (5)      Before-Tax Account.....................................................................1
                  (6)      Before-Tax Contributions...............................................................1
                  (7)      Benefit Commencement Date..............................................................1
                  (8)      Code...................................................................................1
                  (9)      Committee..............................................................................2
                  (10)     Company................................................................................2
                  (11)     Company Stock..........................................................................2
                  (12)     Company Stock Fund.....................................................................2
                  (13)     Compensation...........................................................................2
                  (14)     Controlled Entity......................................................................2
                  (15)     Destec Account(s)......................................................................3
                  (16)     Destec After-Tax Account...............................................................3
                  (17)     Destec Before-Tax Account..............................................................3
                  (18)     Destec Employer Contribution Account...................................................3
                  (19)     Destec Plan............................................................................3
                  (20)     Destec Rollover Contribution Account...................................................3
                  (21)     Direct Rollover........................................................................3
                  (22)     Directors..............................................................................3
                  (23)     Distributee............................................................................3
                  (24)     Dow ESOP Account.......................................................................3
                  (25)     Dow Transfer Account...................................................................3
                  (26)     Effective Date.........................................................................4
                  (27)     Eligible Employee......................................................................4
                  (28)     Eligible Retirement Plan...............................................................4
                  (29)     Eligible Rollover Distribution.........................................................5
                  (30)     Eligible Surviving Spouse..............................................................5
                  (31)     Employee...............................................................................5
                  (32)     Employer...............................................................................5
                  (33)     Employer Contribution Account..........................................................6
                  (34)     Employer Contribution Account Subject to Vesting.......................................6
                  (35)     Employer Contributions.................................................................6
                  (36)     Employer Discretionary Contributions...................................................6
                  (37)     Employer Matching Contributions........................................................6
                  (38)     Employer Safe Harbor Contributions.....................................................6
                  (39)     Employment Commencement Date...........................................................6
                  (40)     Highly Compensated Employee............................................................6
                  (41)     Hour of Service........................................................................7

                                                             (i)

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                  (42)     Investment Fund........................................................................7
                  (43)     Leased Employee........................................................................7
                  (44)     Member.................................................................................7
                  (45)     Normal Retirement Date.................................................................7
                  (46)     Period of Service......................................................................7
                  (47)     Period of Severance....................................................................8
                  (48)     Plan...................................................................................8
                  (49)     Plan Year..............................................................................8
                  (50)     Reemployment Commencement Date.........................................................8
                  (51)     Rollover Contribution Account..........................................................8
                  (52)     Rollover Contributions.................................................................8
                  (53)     Service................................................................................8
                  (54)     Severance from Service Date............................................................9
                  (55)     Single Plan Member.....................................................................9
                  (56)     Trident Before-Tax Account.............................................................9
                  (57)     Trident Matching Account...............................................................9
                  (58)     Trident Member.........................................................................9
                  (59)     Trident Plan...........................................................................9
                  (60)     Trident Profit Sharing Stock Account..................................................10
                  (61)     Trust.................................................................................10
                  (62)     Trust Agreement.......................................................................10
                  (63)     Trust Fund............................................................................10
                  (64)     Trustee...............................................................................10
                  (65)     Vested Interest.......................................................................10
                  (66)     VBO...................................................................................10
                  (67)     Vesting Service.......................................................................10
         1.2      Number and Gender..............................................................................10
         1.3      Headings.......................................................................................10
         1.4      Construction...................................................................................10
II.      Participation...........................................................................................11
         2.1      Eligibility....................................................................................11
         2.2      Participation..................................................................................11
III.     Contributions...........................................................................................12
         3.1      Before-Tax Contributions.......................................................................12
         3.2      After-Tax Contributions........................................................................13
         3.3      Employer Matching Contributions................................................................14
         3.4      Employer Discretionary Contributions...........................................................15
         3.5      Employer Safe Harbor Contributions.............................................................15
         3.6      Restrictions on Employer Matching Contributions and After-Tax Contributions....................15
         3.7      Return of Contributions........................................................................15
         3.8      Disposition of Excess Deferrals and Excess Contributions.......................................16
         3.9      Rollover Contributions.........................................................................17
IV.      Allocations and Limitations.............................................................................19
         4.1      Allocation of Contributions....................................................................19
         4.2      Application of Forfeitures.....................................................................20
         4.3      Valuation of Accounts..........................................................................20

                                                            (ii)

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         4.4      Limitations and Corrections....................................................................20
V.       Investment Funds........................................................................................24
         5.1      Investment of Certain Employer Contributions...................................................24
         5.2      Investment  of  Accounts.......................................................................24
         5.3      VBO Investments................................................................................24
         5.4      Pass-Through Voting and Other Rights with Respect to Company Stock.............................25
         5.5      Stock Splits and Stock Dividends...............................................................25
         5.6      Restriction of Acquisition of Company Stock....................................................25
VI.      Retirement Benefits.....................................................................................26
VII.     Disability Benefits.....................................................................................27
         7.1      Disability Benefits............................................................................27
         7.2      Total and Permanent Disability Determined......................................................27
VIII.    Pre-Retirement Termination Benefits and Determination of Vested Interest................................28
         8.1      No Benefits Unless Herein Set Forth............................................................28
         8.2      Pre-Retirement Termination Benefit.............................................................28
         8.3      Determination of Vested Interest...............................................................28
         8.4      Crediting of Vesting Service...................................................................30
         8.5      Forfeitures of Vesting Service.................................................................31
         8.6      Forfeitures of Nonvested Account Balance.......................................................31
         8.7      Restoration of Forfeited Account Balance.......................................................32
         8.8      Special Formula for Determining Vested Interest for Partial Accounts...........................32
IX.      Death Benefits..........................................................................................34
         9.1      Death Benefits.................................................................................34
         9.2      Amendment of Article IX........................................................................34
X.       Time and Form of Payment of Benefits....................................................................35
         10.1     Time of Payment................................................................................35
         10.2     Standard and Alternative Forms of Benefit for Members..........................................37
         10.3     Standard and Alternative Forms of Death Benefit................................................39
         10.4     Cash-Out of Benefit............................................................................40
         10.5     Direct Rollover Election.......................................................................41
         10.6     Benefits from Account Balances.................................................................41
         10.7     Distributions of Company Stock and Destec Accounts.............................................41
         10.8     Commercial Annuities...........................................................................41
         10.9     Unclaimed Benefits.............................................................................42
         10.10    Amendment of Article X.........................................................................42
XI.      In-Service Withdrawals..................................................................................43
         11.1     In-Service Withdrawals.........................................................................43
         11.2     Restriction on In-Service Withdrawals..........................................................44
XII.     Loans...................................................................................................46
         12.1     Eligibility for Loan...........................................................................46
         12.2     Maximum Loan...................................................................................46
         12.3     Minimum Loan...................................................................................46
         12.4     Interest and Security..........................................................................46
         12.5     Repayment Terms of Loan........................................................................47
         12.6     Operation of Article...........................................................................48
XIII.    Administration of the Plan..............................................................................49

                                                           (iii)

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         13.1     General Administration of the Plan.............................................................49
         13.2     Records and Procedures.........................................................................49
         13.3     Meetings.......................................................................................49
         13.4     Self-Interest of Members.......................................................................49
         13.5     Compensation and Bonding.......................................................................49
         13.6     Committee Powers and Duties....................................................................49
         13.7     Employer to Supply Information.................................................................51
         13.8     Temporary Restrictions.........................................................................51
         13.9     Indemnification................................................................................51
         13.10    Claims Review..................................................................................51
         13.11    Quiet Period...................................................................................55
XIV.     Trustee and Administration of Trust Fund................................................................57
         14.1     Trust Agreement................................................................................57
         14.2     Payment of Expenses............................................................................57
         14.3     Trust Fund Property............................................................................57
         14.4     Distributions from Members' Accounts...........................................................57
         14.5     Payments Solely from Trust Fund................................................................57
         14.6     No Benefits to the Employer....................................................................58
XV.      Fiduciary Provisions....................................................................................59
         15.1     Article Controls...............................................................................59
         15.2     General Allocation of Fiduciary Duties.........................................................59
         15.3     Fiduciary Duty.................................................................................59
         15.4     Delegation and Allocation of Fiduciary Duties..................................................59
         15.5     Investment Manager.............................................................................60
XVI.     Amendments..............................................................................................61
         16.1     Right to Amend.................................................................................61
         16.2     Limitation on Amendments.......................................................................61
XVII.    Discontinuance of Contributions, Termination, Partial Termination, and Merger or Consolidation..........62
         17.1     Right to Discontinue Contributions, Terminate, or Partially Terminate..........................62
         17.2     Procedure in the Event of Discontinuance of Contributions, Termination, or Partial Termination.62
         17.3     Merger, Consolidation, or Transfer.............................................................62
XVIII.   Participating Employers.................................................................................64
         18.1     Participation and Designation of Other Employers...............................................64
         18.2     Single Plan....................................................................................65
XIX.     Miscellaneous Provisions................................................................................66
         19.1     Not Contract of Employment.....................................................................66
         19.2     Alienation of Interest Forbidden...............................................................66
         19.3     Uniformed Services Employment and Reemployment Rights Act Requirements.........................66
         19.4     Payments to Minors and Incompetents............................................................66
         19.5     Acquisition and Holding of Company Stock.......................................................66
         19.6     Power of Attorney Designations.................................................................67
         19.7     Member's and Beneficiary's Address.............................................................67
         19.8     Incorrect Information, Fraud, Concealment, or Error............................................67
         19.9     Severability...................................................................................67

                                                            (iv)

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         19.10    Jurisdiction...................................................................................67
XX.      Top-Heavy Status........................................................................................68
         20.1     Article Controls...............................................................................68
         20.2     Definitions....................................................................................68
         20.3     Top-Heavy Status...............................................................................69
         20.4     Termination of Top-Heavy Status................................................................71
         20.5     Effect of Article..............................................................................71

</Table>

Appendix A        -        Withdrawals from Trident Accounts

Appendix B        -        Withdrawals from Destec Accounts

Appendix C        -        Amendment to Articles IX and X


























                                                             (v)

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                                       I.

                          DEFINITIONS AND CONSTRUCTION

         1.1      DEFINITIONS. Where the following words and phrases appear in
the Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.

(1)      ACCOUNT(S): A Member's After-Tax Account, Before-Tax Account, Dow ESOP
         Account, Dow Transfer Account, Employer Contribution Account, and/or
         Rollover Contribution Account, including the amounts credited thereto
         and any subaccounts thereof.

(2)      ACT: The Employee Retirement Income Security Act of 1974, as amended.

(3)      AFTER-TAX ACCOUNT: An individual account for each Member which is
         credited with his After-Tax Contributions and which was credited with
         the balance, if any, of such Member's Prior Employee (Post-Tax)
         Contribution Account as of December 31, 1997. Such Account shall also
         be adjusted to reflect changes in value as provided in Section 4.3.

(4)      AFTER-TAX CONTRIBUTIONS: Contributions made to the Plan by a Member in
         accordance with Section 3.2.

(5)      BEFORE-TAX ACCOUNT: An individual account for each Member, which was
         credited with the balance in such Member's Elective Deferral
         Contributions Account (also known as the Pre-tax Contributions Account)
         under the Plan as of December 31, 1997, and which is:

         (A)      credited with the Before-Tax Contributions made by the
                  Employer on such Member's behalf and the Employer Safe Harbor
                  Contributions, if any, made on such Member's behalf pursuant
                  to Section 3.5 to satisfy the restrictions set forth in
                  Section 3.1(e); and

         (B)      adjusted to reflect changes in value as provided in
                  Section 4.3.

(6)      BEFORE-TAX CONTRIBUTIONS: Contributions made to the Plan by the
         Employer on a Member's behalf in accordance with the Member's elections
         to defer Compensation under the Plan's qualified cash or deferred
         arrangement as described in Section 3.1.

(7)      BENEFIT COMMENCEMENT DATE: With respect to each Member or beneficiary,
         the first day of the first period for which an amount is payable to the
         Member or beneficiary from the Trust Fund as an annuity or in any other
         form; provided, however, that from and after May 1, 2002, the Benefit
         Commencement Date shall be the date such Member's or beneficiary's
         benefit is paid to him from the Trust Fund as determined in accordance
         with Section 10.1.

(8)      CODE: The Internal Revenue Code of 1986, as amended.


                                       1
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(9)      COMMITTEE: The Dynegy Inc. Benefit Plans Committee.

(10)     COMPANY: Dynegy Inc.

(11)     COMPANY STOCK: The Class A common stock, without par value, of the
         Company.

(12)     COMPANY STOCK FUND: The Investment Fund established to invest primarily
         in Company Stock.

(13)     COMPENSATION: The regular or base salary or wages (but (i) including
         (A) "Injury Full" short-term disability payments and (B) regular or
         base salary or wages paid during a military leave of absence and (ii)
         excluding all overtime payments and bonuses) paid by the Employer to or
         for the benefit of a Member for services rendered or labor performed
         for the Employer while a Member and an Eligible Employee, subject to
         the following adjustments and limitations:

         (A)      The following shall be included:

                  (i)   elective contributions made on a Member's behalf by the
         Employer that are not includible in income under section 125, section
         402(e)(3), section 402(h), or section 403(b) of the Code and any
         amounts that are not includible in the gross income of a Member under a
         salary reduction agreement by reason of the application of section
         132(f) of the Code;

                  (ii)  compensation deferred under an eligible deferred
         compensation plan within the meaning of section 457(b) of the Code; and

                  (iii) employee contributions described in section 414(h) of
         the Code that are picked up by the employing unit and are treated as
         employer contributions.

         (B)      The Compensation of any Member taken into account for purposes
                  of the Plan shall be limited to $200,000 for any Plan Year
                  with such limitation to be:

                  (i)   adjusted automatically to reflect any amendments to
         section 401(a)(17) of the Code and any cost-of-living increases
         authorized by section 401(a)(17) of the Code; and

                  (ii)  prorated for a Plan Year of less than twelve months and
         to the extent otherwise required by applicable law.

(14)     CONTROLLED ENTITY: Each corporation that is a member of a controlled
         group of corporations, within the meaning of section 414(b) of the
         Code, of which the Employer is a member, each trade or business
         (whether or not incorporated) with which the Employer is under common
         control within the meaning of section 414(c) of the Code, and each
         member of an affiliated service group, within the meaning of section
         414(m) of the Code, of which the Employer is a member.


                                       2
<Page>


(15)     DESTEC ACCOUNT(S): A Member's Destec Before-Tax Account, Destec
         After-Tax Account, Destec Employer Contribution Account, and/or Destec
         Rollover Contribution Account, including the amounts credited thereto.
         In addition to other provisions of the Plan, a Member's Destec
         Account(s) shall be subject to the provisions of Appendix B, and in the
         event of any conflict, Appendix B shall control.

(16)     DESTEC AFTER-TAX ACCOUNT: A subaccount of the After-Tax Account which
         was credited with the amount, if any, transferred from a Member's
         After-Tax Account under the Destec Plan and which is adjusted to
         reflect such Account's changes in value as provided in Section 4.3.

(17)     DESTEC BEFORE-TAX ACCOUNT: A subaccount of the Before-Tax Account which
         was credited with the amount, if any, transferred from a Member's
         Before-Tax Contributions Account under the Destec Plan and which is
         adjusted to reflect such Account's changes in value as provided in
         Section 4.3.

(18)     DESTEC EMPLOYER CONTRIBUTION ACCOUNT: A subaccount of the Employer
         Contribution Account which was credited with the amount, if any,
         transferred from a Member's Employer Contribution Account under the
         Destec Plan and which is adjusted to reflect such Account's changes in
         value as provided in Section 4.3.

(19)     DESTEC PLAN: The Destec Energy, Inc. Retirement and Savings Plan.

(20)     DESTEC ROLLOVER CONTRIBUTION ACCOUNT: A subaccount of the Rollover
         Contribution Account which was credited with the amount, if any,
         transferred from a Member's Rollover Account under the Destec Plan and
         which is adjusted to reflect such Account's changes in value as
         provided in Section 4.3.

(21)     DIRECT ROLLOVER: A payment by the Plan to an Eligible Retirement Plan
         designated by a Distributee.

(22)     DIRECTORS: The Board of Directors of the Company.

(23)     DISTRIBUTEE: Each (A) Member entitled to an Eligible Rollover
         Distribution, (B) Member's surviving spouse with respect to the
         interest of such surviving spouse in an Eligible Rollover Distribution,
         and (C) former spouse of a Member who is an alternate payee under a
         qualified domestic relations order, as defined in section 414(p) of the
         Code, with regard to the interest of such former spouse in an Eligible
         Rollover Distribution.

(24)     DOW ESOP ACCOUNT: An individual account for each Member which was
         credited with the amount, if any, transferred from the Member's Dow
         ESOP Account under the Destec Plan and which is adjusted to reflect
         such Account's changes in value as provided in Section 4.3. Effective
         as of December 1, 2001, Dow ESOP Accounts ceased to be invested solely
         in the common stock of The Dow Chemical Company.

(25)     DOW TRANSFER ACCOUNT: An individual account for each Member which (A)
         was credited with the amount, if any, transferred from the Member's Dow
         Transfer Account


                                       3
<Page>


         under the Destec Plan, (B) was credited with amounts, if any,
         transferred from the Member's Dow ESOP Account pursuant to the
         provisions of the Plan in effect prior to December 1, 2001, and (C) is
         adjusted to reflect such Account's changes in value as provided in
         Section 4.3.

(26)     EFFECTIVE DATE: January 1, 2002, as to this restatement of the Plan,
         except (A) as otherwise indicated in specific provisions of the Plan,
         and (B) that provisions of the Plan required to have an earlier
         effective date by applicable statute and/or regulation shall be
         effective as of the required effective date in such statute and/or
         regulation. The original effective date of the Plan was May 1, 1989.

(27)     ELIGIBLE EMPLOYEE: Each Employee other than (A) an Employee whose terms
         and conditions of employment are governed by a collective bargaining
         agreement, unless such agreement provides for his coverage under the
         Plan, (B) a nonresident alien, (C) an Employee who is a Leased Employee
         or who is designated, compensated, or otherwise classified by the
         Employer as a Leased Employee, (D) an individual who is deemed to be an
         Employee pursuant to Treasury regulations issued under section 414(o)
         of the Code, (E) an Employee who has waived participation in the Plan
         through any means including, but not limited to, an Employee whose
         employment is governed by a written agreement with the Employer
         (including an offer letter setting forth the terms and conditions of
         employment) that provides that the Employee is not eligible to
         participate in the Plan (a general statement in the agreement, offer
         letter, or other communication stating that the Employee is not
         eligible for benefits shall be construed to mean that the Employee is
         not an Eligible Employee), and (F) an Employee of an entity that has
         been designated to participate in the Plan pursuant to the provisions
         of Article XVIII to the extent that such entity's designation
         specifically excepts such Employee's participation. Notwithstanding any
         provision of the Plan to the contrary, no individual who is designated,
         compensated, or otherwise classified or treated by the Employer as an
         independent contractor or other non-common law employee shall be
         eligible to become a Member of the Plan. It is expressly intended that
         individuals not treated as common law employees by the Employer are to
         be excluded from Plan participation even if a court or administrative
         agency determines that such individuals are common law employees.

(28)     ELIGIBLE RETIREMENT PLAN: Any of (A) an individual retirement account
         described in section 408(a) of the Code, (B) an individual retirement
         annuity described in section 408(b) of the Code, (C) an annuity plan
         described in section 403(a) of the Code, (D) a qualified plan described
         in section 401(a) of the Code, which under its provisions does, and
         under applicable law may, accept a Distributee's Eligible Rollover
         Distribution, (E) an annuity contract described in section 403(b) of
         the Code, and (F) an eligible plan under section 457(b) of the Code
         which is maintained by a state, political subdivision of a state, or
         agency or instrumentality of a state or political subdivision of a
         state and which agrees to separately account for the amounts
         transferred into such plan from the Plan. The definition of Eligible
         Retirement Plan shall also apply in the case of a distribution to a
         surviving spouse or to a spouse or former spouse who is an alternate
         payee under a qualified domestic relations order, as defined in section
         414(p) of the Code.


                                       4
<Page>


(29)     ELIGIBLE ROLLOVER DISTRIBUTION: With respect to a Distributee, any
         distribution of all or any portion of the Accounts of a Member other
         than (A) a distribution that is one of a series of substantially equal
         periodic payments (not less frequently than annually) made for the life
         (or life expectancy) of the Distributee or the joint lives (or joint
         life expectancies) of the Distributee and the Distributee's designated
         beneficiary or for a specified period of ten years or more, (B) a
         distribution to the extent such distribution is required under section
         401(a)(9) of the Code, (C) the portion of a distribution that is not
         includible in gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to employer securities),
         (D) a loan treated as a distribution under section 72(p) of the Code
         and not excepted by section 72(p)(2), (E) a loan in default that is a
         deemed distribution, (F) any corrective distribution provided in
         Sections 3.8 and 4.4(b), (G) a distribution pursuant to Section
         11.1(e), and (H) any other distribution so designated by the Internal
         Revenue Service in revenue rulings, notices, and other guidance of
         general applicability. Notwithstanding the foregoing or any other
         provision of the Plan, a portion of a distribution shall not fail to be
         an Eligible Rollover Distribution merely because the portion consists
         of after-tax employee contributions which are not includible in gross
         income; provided, however, that such portion may be transferred only to
         an individual retirement account or annuity described in section 408(a)
         or (b) of the Code or to a qualified defined contribution plan
         described in section 401(a) or 403(a) of the Code that agrees to
         separately account for amounts so transferred, including separately
         accounting for the portion of such distribution which is includible in
         gross income and the portion of such distribution which is not so
         includible.

(30)     ELIGIBLE SURVIVING SPOUSE: (A) In the case of a Member who is living on
         his Benefit Commencement Date, the spouse to whom a deceased Member was
         married on his Benefit Commencement Date and (B) in the case of a
         Member who dies before his Benefit Commencement Date, the spouse to
         whom a deceased Member was married on the date of his death.

(31)     EMPLOYEE: Each (A) individual employed by the Employer and (B) Leased
         Employee.

(32)     EMPLOYER: The Company and each other entity that has been designated to
         participate in the Plan pursuant to the provisions of Article XVIII. As
         of the Effective Date, the other entities that have been designated to
         participate in the Plan pursuant to the provisions of Article XVIII are
         Calcasieu Power, LLC, Dynegy Global Communications, Inc., Dynegy Global
         Liquids (Cayman) Ltd., Dynegy Marketing and Trade, Dynegy Midstream
         Services, Limited Partnership, Dynegy Power Corp., Dynegy Power
         Marketing, Inc., Illinova Energy Partners, Inc. and Illinova Generating
         Company.




                                       5
<Page>

(33)     EMPLOYER CONTRIBUTION ACCOUNT: An individual account for each Member,
         which (A) was credited with the balances in the Matching Contribution
         Account and the Nonelective Contributions Account (also known as the
         Profit Sharing/Discretionary Contribution Account) under the Plan as of
         December 31, 1997, (B) is credited with the sum of (i) the Employer
         Matching Contributions made on such Member's behalf pursuant to Section
         3.3, (ii) the Employer Discretionary Contributions, if any, made on
         such Member's behalf pursuant to Section 3.4, and (iii) the Employer
         Safe Harbor Contributions, if any, made on such Member's behalf
         pursuant to Section 3.5 to satisfy the restrictions set forth in
         Section 3.6, and (C) is adjusted to reflect such Account's changes in
         value as provided in Section 4.3.

(34)     EMPLOYER CONTRIBUTION ACCOUNT SUBJECT TO VESTING: The portion of a
         Member's Employer Contribution Account which is subject to the vesting
         schedule set forth in Section 8.3(e).

(35)     EMPLOYER CONTRIBUTIONS: The total of Employer Matching Contributions,
         Employer Discretionary Contributions, and Employer Safe Harbor
         Contributions.

(36)     EMPLOYER DISCRETIONARY CONTRIBUTIONS: Contributions made to the Plan by
         the Employer pursuant to Section 3.4.

(37)     EMPLOYER MATCHING CONTRIBUTIONS: Contributions made to the Plan by the
         Employer pursuant to Section 3.3.

(38)     EMPLOYER SAFE HARBOR CONTRIBUTIONS: Contributions made to the Plan by
         the Employer pursuant to Section 3.5.

(39)     EMPLOYMENT COMMENCEMENT DATE: The date on which an individual first
         performs an Hour of Service.

(40)     HIGHLY COMPENSATED EMPLOYEE: Each Employee who performs services during
         the Plan Year for which the determination of who is highly compensated
         is being made (the "Determination Year") and who:

         (A)      is a five-percent owner of the Employer (within the meaning of
                  section 416(i)(1)(A)(iii) of the Code) at any time during the
                  Determination Year or the twelve-month period immediately
                  preceding the Determination Year (the "Look-Back Year"); or

         (B)      For the Look-Back Year

                  (i) receives compensation (within the meaning of section
         414(q)(4) of the Code; "compensation" for purposes of this Paragraph)
         in excess of $90,000 (with such amount to be adjusted automatically to
         reflect any cost-of-living adjustments authorized by section 414(q)(1)
         of the Code) during the Look-Back Year; and

                  (ii) if the Committee elects the application of this clause in
         such Look-Back Year, is a member of the top 20% of Employees for the
         Look-Back Year (other than

                                       6

<Page>

         Employees described in section 414(q)(5) of the Code) ranked on the
         basis of compensation received during the year.

         For purposes of the preceding sentence, (i) all employers aggregated
         with the Employer under section 414(b), (c), (m), or (o) of the Code
         shall be treated as a single employer and (ii) a former Employee who
         had a separation year (generally, the Determination Year such Employee
         separates from service) prior to the Determination Year and who was an
         active Highly Compensated Employee for either such separation year or
         any Determination Year ending on or after such Employee's fifty-fifth
         birthday shall be deemed to be a Highly Compensated Employee. To the
         extent that the provisions of this Paragraph are inconsistent or
         conflict with the definition of a "highly compensated employee" set
         forth in section 414(q) of the Code and the Treasury regulations
         thereunder, the relevant terms and provisions of section 414(q) of the
         Code and the Treasury regulations thereunder shall govern and control.

(41)     HOUR OF SERVICE: Each hour for which an individual is directly or
         indirectly paid, or entitled to payment, by the Employer or a
         Controlled Entity as an Employee for the performance of duties.

(42)     INVESTMENT FUND: Investment funds made available from time to time for
         the investment of Plan assets as described in Article V.

(43)     LEASED EMPLOYEE: Each person who is not an employee of the Employer or
         a Controlled Entity but who performs services for the Employer or a
         Controlled Entity pursuant to an agreement (oral or written) between
         the Employer or a Controlled Entity and any leasing organization,
         provided that (A) such person has performed such services for the
         Employer or a Controlled Entity or for related persons (within the
         meaning of section 144(a)(3) of the Code) on a substantially full-time
         basis for a period of at least one year and (B) such services are
         performed under primary direction or control by the Employer or a
         Controlled Entity.

(44)     MEMBER: Each individual who (A) has met the eligibility requirements
         for participation in the Plan pursuant to Article II, or (B) has made a
         Rollover Contribution in accordance with Section 3.9, but only to the
         extent provided in Section 3.9. For purposes of Article V and Section
         19.6 only, the beneficiary of a deceased Member and any alternate payee
         under a qualified domestic relations order (as defined in section 19.2)
         shall have the rights of a Member.

(45)     NORMAL RETIREMENT DATE: The date a Member attains the age of
         sixty-five.

(46)     PERIOD OF SERVICE: Each period of an individual's Service commencing on
         his Employment Commencement Date or a Reemployment Commencement Date,
         if applicable, and ending on a Severance from Service Date.
         Notwithstanding the foregoing, a period during which an individual is
         absent from Service by reason of the individual's pregnancy, the birth
         of a child of the individual, the placement of a child with the
         individual in connection with the adoption of such child by the
         individual, or for the purposes of caring for such child for the period
         immediately following such birth or

                                       7

<Page>

         placement shall not constitute a Period of Service between the first
         and second anniversary of the first date of such absence. A Period of
         Service shall also include any period required to be credited as a
         Period of Service by federal law other than the Act or the Code, but
         only under the conditions and to the extent so required by such
         federal law. Further, to the extent required by section 414(n) of the
         Code and the applicable interpretative authority thereunder, an
         individual's Period of Service shall include any period for which
         such individual was a Leased Employee (or would have been a Leased
         Employee but for the requirements of Section 1.1(43)(A)).

(47)     PERIOD OF SEVERANCE: Each period of time commencing on an individual's
         Severance from Service Date and ending on a Reemployment Commencement
         Date.

(48)     PLAN: The Dynegy Inc. 401(k) Savings Plan, as amended from time to
         time.

(49)     PLAN YEAR: The twelve-consecutive month period commencing January 1 of
         each year.

(50)     REEMPLOYMENT COMMENCEMENT DATE: The first date upon which an individual
         performs an Hour of Service following a Severance from Service Date.

(51)     ROLLOVER CONTRIBUTION ACCOUNT: An individual account for a Member,
         which (A) was credited with the amount, if any, credited to such
         Member's Rollover Contributions Account as of December 31, 1997, (B) is
         credited with the Rollover Contributions of such Member, and (C) is
         adjusted to reflect such Account's changes in value as provided in
         Section 4.3.

(52)     ROLLOVER CONTRIBUTIONS: Contributions made by an Eligible Employee
         pursuant to Section 3.9.

(53)     SERVICE: The period of an individual's employment with the Employer or
         a Controlled Entity. In addition, the Committee may, in its discretion,
         credit individuals with Service for employment with any other entity,
         but only if and when such individual becomes an Eligible Employee and
         only if (i) such service would not otherwise be credited as Service and
         (ii) such crediting of Service (A) has a legitimate business reason,
         (B) does not by design or operation discriminate significantly in favor
         of Highly Compensated Employees, and (C) is applied to all
         similarly-situated Eligible Employees. In addition, the Committee, in
         its discretion, may credit individuals with Service based on imputed
         service for periods after such individual has commenced participation
         in the Plan while such individual is not performing service for the
         Employer or while such individual is an Employee with a reduced work
         schedule, but only if (i) such service would not otherwise be credited
         as Service, (ii) such crediting of Service (A) has a legitimate
         business reason, (B) does not by design or operation discriminate
         significantly in favor of Highly Compensated Employees, and (C) is
         applied to all similarly situated employees, and (iii) the individual
         has not permanently ceased to perform service as an Employee, provided
         that the preceding clause (iii) of this sentence shall not apply if (x)
         the individual is not performing service for the Employer because of a
         disability, (y) the individual is performing service for another
         employer under an arrangement that provides some ongoing business
         benefit to the Employer, or (z) for purposes of vesting, the individual
         is

                                       8

<Page>

         performing service for another employer that is being treated under the
         Plan as actual service with the Employer. Notwithstanding the
         foregoing, each Member shall be credited with Service, as of December
         31, 1997, in accordance with the provisions of the Plan in effect at
         such time.

(54)     SEVERANCE FROM SERVICE DATE: The earlier of (A) the first date on which
         an individual terminates his Service following his Employment
         Commencement Date or a Reemployment Commencement Date, if applicable,
         (B) the first anniversary of the first date of a period in which an
         Employee remains absent from Service (with or without pay) with the
         Employer for any reason other than an authorized leave of absence,
         resignation, retirement, discharge, or death, such as vacation,
         holiday, disability, or lay-off that is not classified by the Employer
         as a termination of Service, or (C) the second anniversary of the first
         date of an Employee's authorized leave of absence (with or without
         pay). Notwithstanding the foregoing, the Severance from Service Date of
         an individual who is absent from Service by reason of the individual's
         pregnancy, the birth of a child of the individual, the placement of a
         child with the individual in connection with the adoption of such child
         by the individual, or for purposes of caring for such child for the
         period immediately following such birth or placement shall be the
         second anniversary of the first date of such absence.

(55)     SINGLE PLAN MEMBER: With respect to a Plan Year, an individual who (A)
         as of the last day of such Plan Year, is an Eligible Employee and is
         not currently accruing benefits or earning service credit under the
         Trident NGL, Inc. Retirement Plan or (B) terminated employment during
         such Plan Year on or after his Normal Retirement Date or by reason of
         death or disability (as defined in Section 7.2) and, immediately prior
         to such termination, was not currently accruing benefits or earning
         service credit under the Trident NGL, Inc. Retirement Plan.

(56)     TRIDENT BEFORE-TAX ACCOUNT: A subaccount of the Before-Tax Account
         which was credited with the amount, if any, transferred from a Trident
         Member's Pretax Deferral Account under the Trident Plan and which is
         adjusted to reflect such Account's changes in value pursuant to Section
         4.3. In addition to other provisions of the Plan, a Member's Trident
         Before-Tax Account shall be subject to the provisions of Appendix A,
         and in the event of any conflict, Appendix A shall control.

(57)     TRIDENT MATCHING ACCOUNT: A subaccount of the Employer Contribution
         Account which was credited with the amounts, if any, transferred from a
         Member's Matching Account under the Trident Plan, and which is adjusted
         to reflect such Account's changes in value pursuant to Section 4.3. In
         addition to other provisions of the Plan, a Member's Trident Matching
         Account shall be subject to the provisions of Appendix A, and in the
         event of any conflict, Appendix A shall control.

(58)     TRIDENT MEMBER: A Member with a balance in the Trident Plan that was
         transferred to the Plan.

(59)     TRIDENT PLAN: The Trident NGL, Inc. Savings Plan which was, effective
         April 1, 1995, merged with and into the Plan.

                                       9

<Page>

(60)     TRIDENT PROFIT SHARING STOCK ACCOUNT: A subaccount of the Employer
         Contribution Account which was credited with the amounts, if any,
         transferred from a Member's Profit Sharing Account under the Trident
         Plan and that were invested in Company Stock, and which is adjusted to
         reflect such Account's changes in value pursuant to Section 4.3.

(61)     TRUST: The trust(s) established under the Trust Agreement(s) to hold
         and invest contributions made under the Plan and income thereon, and
         from which the Plan benefits are distributed.

(62)     TRUST AGREEMENT: The agreement(s) entered into between the Company and
         the Trustee establishing the Trust, as such agreement(s) may be amended
         from time to time.

(63)     TRUST FUND: The funds and properties held pursuant to the provisions of
         the Trust Agreement for the use and benefit of the Members, together
         with all income, profits, and increments thereto.

(64)     TRUSTEE: The trustee or trustees qualified and acting under the Trust
         Agreement at any time.

(65)     VESTED INTEREST: The portion of a Member's Accounts which, pursuant to
         the Plan, is nonforfeitable.

(66)     VBO: The "Vanguard Brokerage Option" that is an Investment Fund under
         the Plan, as described in Section 5.3.

(67)     VESTING SERVICE: The measure of service used in determining a Member's
         Vested Interest as determined pursuant to Sections 8.4 and 8.5.

         1.2      NUMBER AND GENDER. Wherever appropriate herein, words used
in the singular shall be considered to include the plural and words used in
the plural shall be considered to include the singular. The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine gender.

         1.3      HEADINGS. The headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control.

         1.4      CONSTRUCTION. It is intended that the Plan be qualified
within the meaning of section 401(a) of the Code and that the Trust be tax
exempt under section 501(a) of the Code, and all provisions herein shall be
construed in accordance with such intent.




                                      10

<Page>


                                       II.

                                  PARTICIPATION

         2.1      ELIGIBILITY. On or after the Effective Date, each Eligible
Employee shall be eligible to become a Member immediately upon his employment
as an Eligible Employee. Notwithstanding the foregoing:

                  (a) An individual who was a Member of the Plan on the day
         prior to the Effective Date shall remain a Member of this restatement
         thereof as of the Effective Date;

                  (b) An Employee who has not become a Member of the Plan
         because he was not an Eligible Employee shall be eligible to become a
         Member of the Plan immediately upon becoming an Eligible Employee as a
         result of a change in his employment status; and

                  (c) A Member who ceases to be an Eligible Employee but remains
         an Employee shall continue to be a Member but, on and after the date he
         ceases to be an Eligible Employee, he shall no longer be entitled to
         defer Compensation hereunder, make contributions to the Plan, or share
         in allocations of Employer Contributions unless and until he shall
         again become an Eligible Employee.

         2.2      PARTICIPATION. Membership in the Plan is voluntary. Any
Eligible Employee may become a Member upon the date he first become eligible
pursuant to Section 2.1 by following the procedures prescribed by the
Committee within the time limits prescribed by the Committee. Any Eligible
Employee who does not become a Member upon the date he first becomes eligible
pursuant to Section 2.1 may become a Member on the first day of any subsequent
payroll period by timely following the procedures prescribed by the Committee.
Notwithstanding the foregoing, membership in the Plan is automatic for any
individual who qualifies as a Single Plan Member.
















                                      11

<Page>


                                      III.

                                  CONTRIBUTIONS

         3.1      BEFORE-TAX CONTRIBUTIONS.

                  (a) A Member may elect to defer an integral percentage of not
less than 1% of his Compensation for a Plan Year by having the Employer
contribute the amount so deferred to the Plan. A Member's election to defer an
amount of his Compensation pursuant to this Section shall be made by authorizing
his Employer, in the manner prescribed by the Committee, to reduce his
Compensation in the elected amount and the Employer, in consideration thereof,
agrees to contribute an equal amount to the Plan. The Compensation elected to be
deferred by a Member for a Plan Year pursuant to this Section shall become a
part of the Employer's Before-Tax Contributions for such Plan Year and shall be
allocated in accordance with Section 4.1(a). Compensation for a Plan Year not so
deferred by a Member shall be received by such Member in cash.

                  (b) A Member's deferral election shall remain in force and
effect for all periods following the effective date of such election (which
shall be as soon as administratively feasible after the election is made) until
modified or terminated or until such Member terminates his employment or ceases
to be an Eligible Employee. A Member who has elected to defer a portion of his
Compensation may change his deferral election percentage, effective as of the
first day of any payroll period, by communicating such new deferral election
percentage to his Employer in the manner and within the time period prescribed
by the Committee.

                  (c) A Member may cancel his deferral election, effective as of
the first day of any payroll period by communicating such cancellation to his
Employer in the manner and within the time period prescribed by the Committee. A
Member who so cancels his deferral election may resume deferrals, effective as
of the first day of any payroll period, by communicating his new deferral
election to his Employer in the manner and within the time period prescribed by
the Committee.

                  (d) In restriction of the Members' elections provided in
Paragraphs (a), (b), and (c) above, the Before-Tax Contributions and the
elective deferrals (within the meaning of Section 402(g)(3) of the Code) under
all other plans, contracts, and arrangements of the Employer on behalf of any
Member for any calendar year shall not exceed $11,000 for calendar year 2002,
$12,000 for calendar year 2003, $13,000 for calendar year 2004, $14,000 for
calendar year 2005, and $15,000 for calendar year 2006 (with such amount to be
adjusted automatically to reflect any cost-of-living adjustments authorized by
Section 402(g)(4) of the Code).

                  (e) In further restriction of the Members' elections provided
in Paragraphs (a), (b), and (c) above, it is specifically provided that one of
the "actual deferral percentage" tests set forth in section 401(k)(3) of the
Code and the Treasury regulations thereunder must be met in each Plan Year. Such
testing shall utilize the current year testing method as such term is defined in
Internal Revenue Service Notice 98-1.


                                      12
<Page>


                  (f) If the Committee determines that a reduction of
Compensation deferral elections made pursuant to Paragraphs (a), (b) and (c)
above is necessary to insure that the restrictions set forth in Paragraph (d) or
(e) above are met for any Plan Year, the Committee may reduce the elections of
affected Members on a temporary and prospective basis in such manner as the
Committee shall determine.

                  (g) As soon as administratively feasible following the end of
each payroll period, but no later than the time required by applicable law, the
Employer shall contribute to the Trust, as Before-Tax Contributions with respect
to each Member, an amount equal to the amount of Compensation elected to be
deferred, pursuant to Paragraphs (a) and (b) above (as adjusted pursuant to
Paragraph (f) above), by such Member during such payroll period. Such
contributions, as well as the contributions made pursuant to Sections 3.3, 3.4,
and 3.5, shall be made without regard to current or accumulated profits of the
Employer. Notwithstanding the foregoing, the Plan is intended to qualify as a
profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the
Code.

         3.2      AFTER-TAX CONTRIBUTIONS.

                  (a) If the Before-Tax Contributions to be made with respect to
a Member are restricted by the limitations set forth in Section 3.1(d) for a
calendar year, then, automatically and without any further action by such
Member, such Member's Compensation shall continue to be reduced by the
percentage elected by the Member and then in effect pursuant to Section 3.1(a),
(b), or (c) for the remainder of such year but on an after-tax basis with such
reductions to be contributed to the Plan as his After-Tax Contributions.
Effective as of the first day of the following Plan Year, automatically and
without any further action by the Member, such Member's Compensation reduction
election as then in effect under this Paragraph (a), as adjusted pursuant to
Paragraphs (c), (d) and (f) below, shall revert to an election to defer
Compensation pursuant to Section 3.1(a).

                  (b) Without limiting the applicability of Paragraph (a) above,
a Member may contribute to the Plan, as his After-Tax Contributions, an integral
percentage of not less than 1% of his Compensation. After-Tax Contributions
shall be made by authorizing the Employer to withhold such contributions from
the Member's Compensation as of each payroll period. Each Member may elect the
amount of his After-Tax Contributions in the manner and within the time period
prescribed by the Committee.

                  (c) A Member may change the amount of his After-Tax
Contributions pursuant to Paragraph (a) and/or (b) above effective as of the
first day of any payroll period by electing a new After-Tax Contribution
percentage in the manner and within the time period prescribed by the Committee.

                  (d) A Member may suspend his After-Tax Contributions pursuant
to Paragraph (a) and/or (b) above effective as of the first day of any payroll
period in accordance with the procedures and within the time period prescribed
by the Committee. Resumption of suspended After-Tax Contributions shall be made
effective as of the first day of any subsequent payroll period by making a new
election in the manner and within the time period prescribed by the Committee;
provided, however, that a Member may not resume his After-Tax Contributions


                                      13
<Page>


pursuant to Paragraph (a) above once such After-Tax Contributions have been
suspended pursuant to this Paragraph.

                  (e) A Member may at any time elect to make a lump sum
After-Tax Contribution to the Plan. Such After-Tax Contribution shall be paid to
the Employer by such Member in cash (including personal check or other method
approved by the Committee), in an amount determined by such Member; provided,
however, that such contribution may not exceed the otherwise applicable limits
set forth in the Plan.

                  (f) If the restrictions set forth in Section 3.6 would not
otherwise be met for any Plan Year, (1) the After-Tax Contribution elections
made pursuant to Paragraphs (a), (b), (c), and (d) above of affected Members may
be reduced by the Committee on a temporary and prospective basis in such manner
as the Committee shall determine and (2) any After-Tax Contributions pursuant to
Paragraph (e) above of affected Members may be limited or disallowed.

                  (g) As soon as administratively feasible following (1) the end
of each payroll period or (2) the receipt by the Employer of a Member's payment
pursuant to Paragraph (e) above, but in either event no later than the time
required by applicable law, the Employer shall contribute to the Trust the
After-Tax Contributions withheld from the Members' Compensation during such
payroll period or paid to the Employer in accordance with Paragraph (e) above,
as applicable.

         3.3      EMPLOYER MATCHING CONTRIBUTIONS.

                  (a) For each month of a Plan Year, the Employer shall
contribute to the Trust, as Employer Matching Contributions, an amount that
equals 100% of the Before-Tax Contributions that were made pursuant to Section
3.1 on behalf of each of the Members during such month and that were not in
excess of 5% of each such Member's Compensation for such month.

                  (b) In addition to the Employer Matching Contributions made
pursuant to Paragraph (a) above, for each Plan Year the Employer shall
contribute to the Trust, as Employer Matching Contributions, an amount equal to
the difference, if any, between (1) 100% of the Before-Tax Contributions that
were made pursuant to Section 3.1 on behalf of each of the Eligible Members
during such Plan Year and that were not in excess of 5% of each such Eligible
Member's Compensation for such Plan Year and (2) the Employer Matching
Contributions made pursuant to Paragraph (a) above for each such Eligible Member
for such Plan Year. For purposes of this Paragraph, the term "Eligible Member"
shall mean each Member who was an Eligible Employee on the last day of the
applicable Plan Year.

                  (c) Employer Matching Contributions shall be contributed to
the Trust in the form of shares of Company Stock. The shares of Company Stock
that are so contributed shall be valued at the closing price of such stock on
the New York Stock Exchange, Inc. as reported by The Wall Street Journal in the
New York Stock Exchange Composite Transactions for the last day of the month for
which the contribution is made (or the next preceding regular business day if
the last day of such month is not a regular business day).


                                      14
<Page>


         3.4      EMPLOYER DISCRETIONARY CONTRIBUTIONS. For each Plan Year, the
Employer may contribute to the Trust, as an Employer Discretionary
Contribution, an additional amount as determined in its discretion. Employer
Discretionary Contributions shall be made in shares of Company Stock. The
shares of Company Stock that are so contributed shall be valued at the closing
price of such stock on the New York Stock Exchange, Inc. as reported by The
Wall Street Journal in the New York Stock Exchange Composite Transactions for
the last day of the Plan Year for which the contribution is made (or the next
preceding regular business date if the last day of such Plan Year is not a
regular business date).

         3.5      EMPLOYER SAFE HARBOR CONTRIBUTIONS. In addition to the
Employer Matching Contributions made pursuant to Section 3.3 and the Employer
Discretionary Contributions made pursuant to Section 3.4, for each Plan Year,
the Employer, in its discretion, may contribute to the Trust as a "safe harbor
contribution" for such Plan Year the amounts necessary to cause the Plan to
satisfy the restrictions set forth in Section 3.1(e) (with respect to certain
restrictions on Before-Tax Contributions) and Section 3.6 (with respect to
certain restrictions on Employer Matching Contributions). Amounts contributed
in order to satisfy the restrictions set forth in Section 3.1(e) shall be
considered "qualified matching contributions" (within the meaning of Treasury
regulation Section 1.401(k)-1(g)(13)) for purposes of such Section, and amounts
contributed in order to satisfy the restrictions set forth in Section 3.6 shall
be considered Employer Matching Contributions for purposes of such Section.
"Qualified matching contributions" may be contributed to the Plan under the
preceding sentence for purposes of satisfying the restrictions set forth in
Section 3.1(e) only if the conditions described in Treasury regulation
Section 1.401(k)-1(b)(5) are satisfied. Any amounts contributed pursuant to this
Paragraph shall be allocated in accordance with the provisions of Sections
4.1(e), (f) and (g).

         3.6      RESTRICTIONS ON EMPLOYER MATCHING CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS. In restriction of the Employer Matching Contributions and
After-Tax Contributions hereunder, it is specifically provided that one of the
"actual contribution percentage" tests set forth in section 401(m) of the Code
and the Treasury regulations thereunder must be met in each Plan Year. Such
testing shall utilize the current year testing method as such term is defined
in Internal Revenue Service Notice 98-1. The Committee may elect, in accordance
with applicable Treasury regulations, to treat Before-Tax Contributions to the
Plan as Employer Matching Contributions for purposes of meeting this
requirement.

         3.7      RETURN OF CONTRIBUTIONS. Anything to the contrary herein
notwithstanding, the Employer's contributions to the Plan are contingent upon
the deductibility of such contributions under section 404 of the Code. To the
extent that a deduction for contributions is disallowed, such contributions
shall, upon the written demand of the Employer, be returned to the Employer by
the Trustee within one year after the date of disallowance, reduced by any net
losses of the Trust Fund attributable thereto but not increased by any net
earnings of the Trust Fund attributable thereto, which net earnings shall be
treated as a forfeiture in accordance with Section 4.2. Moreover, if Employer
contributions are made under a mistake of fact, such contributions shall, upon
the written demand of the Employer, be returned to the Employer by the Trustee
within one year after the payment thereof, reduced by any net losses of the
Trust Fund attributable thereto but not increased by any net earnings of the
Trust Fund attributable thereto, which net earnings shall be treated as a
forfeiture in accordance with Section 4.2.


                                      15
<Page>


         3.8      DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS.

                  (a) Anything to the contrary herein notwithstanding, any
Before-Tax Contributions to the Plan for a calendar year on behalf of a Member
in excess of the limitations set forth in Section 3.1(d) and any "excess
deferrals" from other plans allocated to the Plan by such Member no later than
March 1 of the next following calendar year within the meaning of, and pursuant
to the provisions of, section 402(g)(2) of the Code, shall be distributed to
such Member not later than April 15 of the next following calendar year.

                  (b) Anything to the contrary herein notwithstanding, if, for
any Plan Year, the aggregate Before-Tax Contributions made by the Employer on
behalf of Highly Compensated Employees exceeds the maximum amount of Before-Tax
Contributions permitted on behalf of such Highly Compensated Employees pursuant
to Section 3.1(e), an excess amount shall be determined by reducing Before-Tax
Contributions on behalf of Highly Compensated Employees in order of their
highest actual deferral percentages in accordance with section 401(k)(8)(B)(ii)
of the Code and the Treasury regulations thereunder. Once determined, such
excess shall be distributed to Highly Compensated Employees in order of the
highest dollar amounts contributed on behalf of such Highly Compensated
Employees in accordance with section 401(k)(8)(C) of the Code and the Treasury
regulations thereunder before the end of the next following Plan Year.

                  (c) Anything to the contrary herein notwithstanding, if, for
any Plan Year, the aggregate Employer Matching Contributions and After-Tax
Contributions allocated to the Accounts of Highly Compensated Employees exceeds
the maximum amount of such Employer Matching Contributions and After-Tax
Contributions permitted on behalf of such Highly Compensated Employees pursuant
to Section 3.6, an excess amount shall be determined by reducing, first,
After-Tax Contributions made by, and second, Employer Matching Contributions
made on behalf of, Highly Compensated Employees in order of their highest
contribution percentages in accordance with section 401(m)(6)(B)(ii) of the Code
and Treasury regulations thereunder. Once determined, such excess shall be
distributed to Highly Compensated Employees in order of the highest dollar
amounts contributed by or on behalf of such Highly Compensated Employees in
accordance with section 401(m)(6)(C) of the Code and the Treasury regulations
thereunder (or, if such excess contributions are forfeitable, they shall be
forfeited) before the end of the next following Plan Year. Employer Matching
Contributions which have not yet vested shall be forfeited pursuant to this
Paragraph only if distribution of all vested Employer Matching Contributions is
insufficient to meet the requirements of this Paragraph. If vested Employer
Matching Contributions are distributed to a Member and nonvested Employer
Matching Contributions remain credited to such Member's Accounts, such nonvested
Employer Matching Contributions shall vest at the same rate as if such
distribution had not been made.

                  (d) In coordinating the disposition of excess deferrals and
excess contributions pursuant to this Section, such excess deferrals and excess
contributions shall be disposed of in the following order:

                  (1) First, excess Before-Tax Contributions that constitute
         excess deferrals described in Paragraph (a) above that are not
         considered in determining the amount of Employer Matching Contributions
         pursuant to Section 3.3 shall be distributed;


                                      16
<Page>


                  (2) Next, excess Before-Tax Contributions that constitute
         excess deferrals described in Paragraph (a) above that are considered
         in determining the amount of Employer Matching Contributions pursuant
         to Section 3.3 shall be distributed, and the Employer Matching
         Contributions with respect to such Before-Tax Contributions shall be
         forfeited;

                  (3) Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are not considered in determining the amount
         of Employer Matching Contributions pursuant to Section 3.3 shall be
         distributed;

                  (4) Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are considered in determining the amount of
         Employer Matching Contributions pursuant to Section 3.3 shall be
         distributed, and the Employer Matching Contributions with respect to
         such Before-Tax Contributions shall be forfeited;

                  (5) Next, excess After-Tax Contributions described in
         Paragraph (c) above shall be distributed; and

                  (6) Finally, excess Employer Matching Contributions described
         in Paragraph (c) above shall be distributed (or, if forfeitable,
         forfeited).

                  (e) Any distribution or forfeiture of excess deferrals or
excess contributions pursuant to the provisions of this Section shall be
adjusted for income or loss allocated thereto in the manner determined by the
Committee in accordance with any method permissible under applicable Treasury
regulations. Any forfeiture pursuant to the provisions of this Section shall be
considered to have occurred on the date which is 2 1/2 months after the end of
the Plan Year.

         3.9      ROLLOVER CONTRIBUTIONS.

                  (a) Rollover Contributions may be made to the Plan by any
Eligible Employee of amounts received by such Eligible Employee from a qualified
plan described in Section 401(a) or 403(a) of the Code or an annuity contract
described in Section 403(b) of the Code (excluding, in each case, after-tax
employee contributions). In addition, the Plan will accept a Rollover
Contribution of the portion of a distribution received by an Eligible Employee
from an individual retirement account or annuity described in Section 408(a) or
408(b) of the Code that is eligible to be rolled over and would otherwise be
includible in gross income. Rollover Contributions pursuant to this Paragraph
may only be made to the Plan pursuant to and in accordance with applicable
provisions of the Code and Treasury regulations promulgated thereunder.

                  (b) Qualified direct Rollover Contributions may be made to the
Plan by any Eligible Employee of amounts received by such Eligible Employee from
any of a qualified plan described in Section 401(a) or 403(a) of the Code
(including after-tax employee contributions) or an annuity described in Section
403(b) of the Code (excluding after-tax employee contributions). Qualified
direct Rollover Contributions may be made to the Plan only pursuant to and in
accordance with applicable provisions of the Code and Treasury regulations
promulgated thereunder. A direct Rollover Contribution of amounts that are
"eligible rollover distributions" within the meaning of Section 402(f)(2)(A) of
the Code may be made to the Plan irrespective of


                                      17
<Page>


whether such eligible rollover distribution was paid to the Eligible Employee
or paid to the Plan as a "direct" Rollover Contribution.

                  (c) Any Eligible Employee desiring to effect a Rollover
Contribution to the Plan must follow the procedures prescribed by the Committee
for such purpose. The Committee may require as a condition to accepting any
Rollover Contribution that such Eligible Employee furnish any evidence that the
Committee in its discretion deems satisfactory to establish that the proposed
Rollover Contribution is in fact eligible for rollover to the Plan and is made
pursuant to and in accordance with applicable provisions of the Code and
Treasury regulations. All Rollover Contributions to the Plan must be made in
cash. A Rollover Contribution shall be credited to the Rollover Contribution
Account of the Eligible Employee for whose benefit such Rollover Contribution is
being made as of the day such Rollover Contribution is received by the Trustee.

                  (d) An Eligible Employee who has made a Rollover Contribution
in accordance with this Section, but who has not otherwise become a Member of
the Plan in accordance with Section 2.2, shall become a Member coincident with
such Rollover Contribution; provided, however, that such Member shall not have a
right to defer Compensation, make contributions to the Plan, or have Employer
Contributions made on his behalf until he has otherwise satisfied the
requirements imposed by Section 2.2.























                                      18
<Page>


                                       IV.

                           ALLOCATIONS AND LIMITATIONS

         4.1      ALLOCATION OF CONTRIBUTIONS.

                  (a) Before-Tax Contributions made by the Employer on a
Member's behalf shall be allocated to such Member's Before-Tax Account.

                  (b) After-Tax Contributions made by a Member pursuant to
Section 3.2 shall be allocated to such Member's After-Tax Account.

                  (c) Employer Matching Contributions made by the Employer on a
Member's behalf shall be allocated to such Member's Employer Contribution
Account.

                  (d) The Employer Discretionary Contribution, if any, made
pursuant to Section 3.4 for a Plan Year shall be allocated to the Employer
Contribution Accounts of the Single Plan Members who received Compensation for
such Plan Year. The allocation to each such eligible Single Plan Member's
Employer Contribution Account shall be that portion of such Employer
Discretionary Contribution which is in the same proportion that such Single Plan
Member's Compensation for such Plan Year bears to the total of all such Single
Plan Member's Compensation for such Plan Year.

                  (e) The Employer Safe Harbor Contribution, if any, made
pursuant to Section 3.5 for a Plan Year in order to satisfy the restrictions set
forth in Section 3.1(e) shall be allocated to the Before-Tax Accounts of Members
who (1) received an allocation of Before-Tax Contributions for such Plan Year
and (2) were not Highly Compensated Employees for such Plan Year (each such
Member individually referred to as an "Eligible Member" for purposes of this
Paragraph). Such allocation shall be made, first, to the Before-Tax Account of
the Eligible Member who received the least amount of Compensation for such Plan
Year until the limitation set forth in Section 4.4 has been reached as to such
Eligible Member, then to the Before-Tax Account of the Eligible Member who
received the next smallest amount of Compensation for such Plan Year until the
limitation set forth in Section 4.4 has been reached as to such Eligible Member,
and continuing in such manner until the Employer Safe Harbor Contribution for
such Plan Year has been completely allocated or the limitation set forth in
Section 4.4 has been reached as to all Eligible Members. Any remaining Employer
Safe Harbor Contribution for such Plan Year shall be allocated among the
Before-Tax Accounts of all Members who were Eligible Employees during such Plan
Year, with the allocation to each such Member's Before-Tax Account being the
portion of such remaining Employer Safe Harbor Contribution which is in the same
proportion that such Member's Compensation for such Plan Year bears to the total
of all such Members' Compensation for such Plan Year.

                  (f) The Employer Safe Harbor Contribution, if any, made
pursuant to Section 3.5 for a Plan Year in order to satisfy the restrictions set
forth in Section 3.6 shall be allocated to the Employer Contribution Accounts of
Members who (1) received an allocation of Employer Matching Contributions for
such Plan Year and (2) were not Highly Compensated Employees for such Plan Year
(each such Member individually referred to as an "Eligible Member" for


                                      19
<Page>


purposes of this Paragraph). Such allocation shall be made, first, to the
Employer Contribution Account of the Eligible Member who received the least
amount of Compensation for such Plan Year until the limitation set forth in
Section 4.4 has been reached as to such Eligible Member, then to the Employer
Contribution Account of the Eligible Member who received the next smallest
amount of Compensation for such Plan Year until the limitation set forth in
Section 4.4 has been reached as to such Eligible Member, and continuing in such
manner until the Employer Safe Harbor Contribution for such Plan Year has been
completely allocated or the limitation set forth in Section 4.4 has been
reached as to all Eligible Members. Any remaining Employer Safe Harbor
Contribution for such Plan Year shall be allocated among the Employer
Contribution Accounts of all Members who were Eligible Employees during such
Plan Year, with the allocation to each such Member's Employer Contribution
Account being the portion of such remaining Employer Safe Harbor Contribution
which is in the same proportion that such Member's Compensation for such Plan
Year bears to the total of all such Members' Compensation for such Plan Year.

                  (g) If an Employer Safe Harbor Contribution is made in order
to satisfy the restrictions set forth in both Section 3.1(e) and Section 3.6 for
the same Plan Year, the Employer Safe Harbor Contribution made in order to
satisfy the restrictions set forth in Section 3.1(e) shall be allocated
(pursuant to Paragraph (e) above) prior to allocating the Employer Safe Harbor
Contribution made in order to satisfy the restrictions set forth in Section 3.6
(pursuant to Paragraph (f) above). In determining the application of the
limitations set forth in Section 4.4 to the allocations of Employer Safe Harbor
Contributions, all Annual Additions (as such term is defined in Section 4.4) to
a Member's Accounts other than Employer Safe Harbor Contributions shall be
considered allocated prior to Employer Safe Harbor Contributions.

                  (h) All contributions to the Plan shall be considered
allocated to Members' Accounts no later than the last day of the Plan Year for
which they were made, as determined pursuant to Article III, except that, for
purposes of Section 4.3, contributions shall be considered allocated to Members'
Accounts when received by the Trustee.

         4.2      APPLICATION OF FORFEITURES. Any amounts that are forfeited
under any provision hereof during a Plan Year shall be applied in the manner
determined by the Committee to reduce Employer Matching Contributions next
coming due and/or to pay expenses incident to the administration of the Plan
and Trust. Prior to such application, forfeited amounts shall be held in
suspense and invested in the Investment Fund or Funds designated from time to
time by the Committee.

         4.3      VALUATION OF ACCOUNTS. All amounts contributed to the Trust
Fund shall be invested as soon as administratively feasible following their
receipt by the Trustee, and the balance of each Account shall reflect the
result of daily pricing of the assets in which such Account is invested from
the time of receipt by the Trustee until the time of distribution.

         4.4      LIMITATIONS AND CORRECTIONS.

(a)      For purposes of this Section, the following terms and phrases shall
have these respective meanings:


                                      20
<Page>


                  (1)      "Annual Additions" of a Member for any Limitation
         Year shall mean the total of (A) the Employer Contributions, Before-Tax
         Contributions, and forfeitures, if any, allocated to such Member's
         Accounts for such year, (B) Member's contributions, if any, (excluding
         any Rollover Contributions) for such year, and (C) amounts referred to
         in sections 415(l)(1) and 419A(d)(2) of the Code.

                  (2)      "Limitation Year" shall mean the Plan Year.

                  (3)      "Maximum Annual Additions" of a Member for any
         Limitation Year shall mean the lesser of (A) $40,000 (with such amount
         to be adjusted automatically to reflect any cost-of-living adjustment
         authorized by section 415(d) of the Code) or (B) 100% of such Member's
         415 Compensation during such year except that the limitation in this
         Clause (B) shall not apply to any contribution for medical benefits
         (within the meaning of section 419A(f)(2) of the Code) after
         separation from service with the Employer or a Controlled Entity which
         is otherwise treated as an Annual Addition or to any amount otherwise
         treated as an Annual Addition under section 415(l)(1) of the Code.

                  (4)      "415 Compensation" shall mean the total of all
         amounts paid by the Employer to or for the benefit of a Member for
         services rendered or labor performed for the Employer which are
         required to be reported on the Member's federal income tax withholding
         statement or statements (Form W-2 or its subsequent equivalent),
         subject to the following adjustments and limitations:

                           (A)      The following shall be included:

                                    (i)     Elective deferrals (as defined in
                                            section 402(g)(3) of the Code) from
                                            compensation to be paid by the
                                            Employer to the Member;

                                    (ii)    Any amount which is contributed or
                                            deferred by the Employer at the
                                            election of the Member and which is
                                            not includible in the gross income
                                            of the Member by reason of section
                                            125 or 457 of the Code; and

                                    (iii)   Any amounts that are not includible
                                            in the gross income of the Member
                                            under a salary reduction agreement
                                            by reason of the application of
                                            section 132(f) of the Code.

                           (B)      The 415 Compensation of any Member taken
                           into account for purposes of the Plan shall be
                           limited to $200,000 for any Plan Year with such
                           limitation to be:

                                    (i)     Adjusted automatically to reflect
                                            any amendments to section 401(a)(17)
                                            of the Code and any cost-of-living
                                            increases authorized by section
                                            401(a)(17) of the Code; and

                                    (ii)    Prorated for a Plan Year of less
                                            than twelve months and to the extent
                                            otherwise required by applicable
                                            law.


                                      21
<Page>


                  (b) Contrary Plan provisions notwithstanding, in no event
shall the Annual Additions credited to a Member's Accounts for any Limitation
Year exceed the Maximum Annual Additions for such Member for such year. If as a
result of a reasonable error in estimating a Member's compensation, a reasonable
error in determining the amount of elective deferrals (within the meaning of
section 402(g)(3) of the Code) that may be made with respect to any individual
under the limits of section 415 of the Code, or because of other limited facts
and circumstances, the Annual Additions that would be credited to a Member's
Accounts for a Limitation Year would nonetheless exceed the Maximum Annual
Additions for such Member for such year, the excess Annual Additions which, but
for this Section, would have been allocated to such Member's Accounts shall be
disposed of as follows:

                  (1) First, by returning to such Member his After-Tax
         Contributions, adjusted for income or loss allocated thereto;

                  (2) Next, any such excess Annual Additions in the form of
         Before-Tax Contributions on behalf of such Member that would not have
         been considered in determining the amount of Employer Matching
         Contributions allocated to such Member's Accounts pursuant to Section
         4.1 shall be distributed to such Member, adjusted for income or loss
         allocated thereto;

                  (3) Next, any such excess Annual Additions in the form of
         Before-Tax Contributions on behalf of such Member that would have been
         considered in determining the amount of Employer Matching Contributions
         allocated to such Member's Accounts pursuant to Section 4.1 shall be
         distributed to such Member, adjusted for income or loss allocated
         thereto, and the Employer Matching Contributions that would have been
         allocated to such Member's Accounts based upon such distributed
         Before-Tax Contributions shall, to the extent such amounts would have
         otherwise been allocated to such Member's Accounts, be treated as a
         forfeiture; and

                  (4) Finally, any such excess Annual Additions in the form of
         Employer Discretionary Contributions shall, to the extent such amounts
         would otherwise have been allocated to such Member's Accounts, be
         treated as a forfeiture.

                  (c) For purposes of determining whether the Annual Additions
under this Plan exceed the limitations herein provided, all defined contribution
plans of the Employer are to be treated as one defined contribution plan. In
addition, all defined contribution plans of Controlled Entities shall be
aggregated for this purpose. For purposes of this Section only, a "Controlled
Entity" (other than an affiliated service group member within the meaning of
section 414(m) of the Code) shall be determined by application of a more than
50% control standard in lieu of an 80% control standard. If the Annual Additions
credited to a Member's Accounts for any Limitation Year under this Plan plus the
additions credited on his behalf under other defined contribution plans required
to be aggregated pursuant to this Paragraph would exceed the Maximum Annual
Additions for such Member for such Limitation Year, the Annual Additions under
this Plan and the additions under such other plans shall be reduced on a pro
rata basis and allocated, reallocated, or returned in accordance with applicable
plan provisions regarding Annual Additions in excess of Maximum Annual
Additions.


                                      22
<Page>


                  (d) If the Committee determines that a reduction of
Compensation deferral elections pursuant to Section 3.1 and/or After-Tax
Contribution elections pursuant to Section 3.2 is necessary to insure that the
limitations set forth in this Section are met for any Plan Year, the Committee
may reduce the elections of affected Members on a temporary and prospective
basis in such manner as the Committee shall determine. Further, the Committee
may limit or disallow After-Tax Contributions pursuant to Section 3.2(e) in
order to insure that the limitations set forth in this Section are met for any
Plan Year.




























                                      23
<Page>

                                       V.

                                INVESTMENT FUNDS

         5.1      INVESTMENT OF CERTAIN EMPLOYER CONTRIBUTIONS. Employer
Matching Contributions and Employer Discretionary Contributions, and any
earnings thereon, shall initially be invested in the Company Stock Fund.

         5.2      INVESTMENT OF ACCOUNTS.

                  (a) Except as provided in Section 5.1, each Member shall
designate, in accordance with the procedures established from time to time by
the Committee, the manner in which the amounts allocated to each of his Accounts
shall be invested from among the Investment Funds made available from time to
time by the Committee. With respect to the portion of a Member's Accounts that
is subject to investment discretion, such Member may designate one of such
Investment Funds for all the amounts allocated to such portion of his Accounts
(except to the extent otherwise provided by the Committee pursuant to Section
5.3 with respect to the VBO) or he may split the investment of the amounts
allocated to such portion of his Accounts between such Investment Funds in such
increments as the Committee may prescribe. If a Member fails to make a
designation, then such portions of his Accounts shall be invested in the
Investment Fund or Funds designated by the Committee from time to time in a
uniform and nondiscriminatory manner.

                  (b) Except as provided in Section 5.1, a Member may change his
investment designation for future contributions to be allocated to his Accounts.
Any such change shall be made in accordance with the procedures established by
the Committee, and the frequency of such changes may be limited by the
Committee.

                  (c) A Member may elect to convert his investment designation
with respect to the amounts already allocated to his Accounts (including,
without limitation, the conversion of the investment designation with respect to
amounts allocated to the Company Stock Fund pursuant to Section 5.1). Any such
conversion shall be made in accordance with the procedures established by the
Committee, and the frequency of such conversions may be limited by the
Committee.

         5.3      VBO INVESTMENTS. The VBO shall be one of the Investment
Funds available for the investment of the amounts in a Member's Accounts with
respect to which the Member has a Vested Interest. A Member may designate that
a portion of the amounts in his Accounts with respect to which he has a Vested
Interest shall be invested in the VBO in accordance with the procedures, and
subject to any limitations, established by the Committee. Upon such a
designation, the amounts so invested in the VBO shall be available, in
accordance with such Member's directions, for the purchase and subsequent sale
of such stocks, bonds, mutual fund units, and other securities as the
Committee shall make available from time to time. A Member's directions with
respect to any such purchases and sales shall be effected in accordance with
the procedures established by the Committee. Investment in the VBO by a Member
shall subject the amounts in his Accounts to such annual, transactional, or
other fees and expenses as the Committee may determine. Further, investment in
the VBO shall be subject to such other

                                      24

<Page>

terms, conditions, and limitations as the Committee may from time to time
determine. Voting and other rights associated with Members' investments in the
VBO shall be exercisable by Members to the extent and in the manner determined
by the Committee in its sole discretion.

         5.4      PASS-THROUGH VOTING AND OTHER RIGHTS WITH RESPECT TO COMPANY
STOCK.

                  (a) Each Member shall have the right to direct the Trustee as
to the manner of voting and the exercise of all other rights which a shareholder
of record has with respect to shares (and fractional shares) of Company Stock
which have been allocated to the Member's Accounts including, but not limited
to, the right to sell or retain shares in a public or private tender offer.

                  (b) All shares (and fractional shares) of Company Stock for
which the Trustee has not received timely Member directions shall be voted or
exercised by the Trustee in the same proportion as the shares (and fractional
shares) of Company Stock for which the Trustee received timely Member
directions, except in the case where to do so would be inconsistent with the
provisions of Title I of the Act.

                  (c) Notwithstanding anything herein to the contrary, in the
event of a tender offer for Company Stock, the Trustee shall interpret a
Member's silence as a direction not to tender the shares of Company Stock
allocated to the Member's Accounts and, therefore, the Trustee shall not tender
any shares (or fractional shares) of Company Stock for which it does not receive
timely directions to tender such shares (or fractional shares) from Members,
except in the case where to do so would be inconsistent with the provisions of
Title I of the Act.

         5.5      STOCK SPLITS AND STOCK DIVIDENDS. Stock or other securities
received by the Trustee by reason of a stock split, stock dividend, or
recapitalization shall be appropriately allocated to the Accounts of each
affected Member.

         5.6      RESTRICTION OF ACQUISITION OF COMPANY STOCK. Notwithstanding
any other provision hereof, it is specifically provided that the Trustee shall
not purchase Company Stock or other Company securities during any period in
which such purchase is, in the opinion of counsel for the Company or the
Committee, restricted by any law or regulation applicable thereto. During such
period, amounts that would otherwise be invested in Company Stock or other
Company securities pursuant to Section 5.1 or an investment designation shall
be invested in such other assets as the Committee may in its discretion
determine, or the Committee may direct the Trustee to hold such amounts
uninvested for a reasonable period pending the purchase of such stock or
securities.










                                      25

<Page>

                                       VI.

                               RETIREMENT BENEFITS

         A Member who terminates his employment on or after his Normal
Retirement Date shall be entitled to a retirement benefit, payable at the time
and in the form provided in Article X, equal in value to the aggregate amount in
his Accounts on his Benefit Commencement Date. Any contribution allocable to a
Member's Accounts after his Benefit Commencement Date shall be distributed, if
his benefit was paid in a lump sum, or used to increase his payments, if his
benefit is being paid on a periodic basis, as soon as administratively feasible
after the date that such contribution is paid to the Trust Fund.


















                                      26

<Page>

                                      VII.

                               DISABILITY BENEFITS

         7.1      DISABILITY BENEFITS. In the event a Member's employment is
terminated, and such Member is totally and permanently disabled, as determined
pursuant to Section 7.2, such Member shall be entitled to a disability
benefit, payable at the time and in the form provided in Article X, equal in
value to the aggregate amount in his Accounts on his Benefit Commencement
Date. Any contribution allocable to a Member's Accounts after his Benefit
Commencement Date shall be distributed, if his benefit was paid in a lump sum,
or used to increase his payments, if his benefit is being paid on a periodic
basis, as soon as administratively feasible after the date that such
contribution is paid to the Trust Fund.

         7.2      TOTAL AND PERMANENT DISABILITY DETERMINED. A Member shall be
considered totally and permanently disabled if the Committee determines, based
on a written medical opinion (unless waived by the Committee as unnecessary),
that such Member is permanently incapable of performing his job for physical
or mental reasons.





















                                      27

<Page>

                                      VIII.

    PRE-RETIREMENT TERMINATION BENEFITS AND DETERMINATION OF VESTED INTEREST

         8.1      NO BENEFITS UNLESS HEREIN SET FORTH. Except as set forth in
this Article, upon termination of employment of a Member prior to his Normal
Retirement Date for any reason other than total and permanent disability (as
defined in Section 7.2) or death, such Member shall acquire no right to any
benefit from the Plan or the Trust Fund.

         8.2      PRE-RETIREMENT TERMINATION BENEFIT. Each Member whose
employment is terminated prior to his Normal Retirement Date for any reason
other than total and permanent disability (as defined in Section 7.2) or death
shall be entitled to a termination benefit, payable at the time and in the
form provided in Article X, equal in value to his Vested Interest in the
aggregate amount in his Accounts on his Benefit Commencement Date. A Member's
Vested Interest in any contribution allocable to such Member's Accounts after
his Benefit Commencement Date shall be distributed, if his benefit was paid in
a lump sum, or used to increase his payments, if his benefit is being paid on
a periodic basis, as soon as administratively feasible after the date that
such contribution is paid to the Trust Fund.

         8.3      DETERMINATION OF VESTED INTEREST.

                  (a) Member shall have a 100% Vested Interest in his Before-Tax
Account, Dow ESOP Account, Dow Transfer Account, After-Tax Account, and Rollover
Contribution Account at all times.

                  (b) A Member's Vested Interest in his Destec Employer
Contribution Account, Trident Matching Account, and Trident Profit Sharing Stock
Account shall be determined in accordance with the vesting schedule set forth in
paragraph (e) below; provided, however, each Member who, from June 27, 1997, to
December 31, 1997, dates inclusive, was involuntarily terminated from employment
with Destec Energy, Inc. in connection with the acquisition of Destec Energy,
Inc. by the Company and who did not accept employment with the Company or a
Controlled Entity on or before December 31, 1997, shall have a 100% Vested
Interest in his Destec Employer Contribution Account.

                  (c) A Member shall have a 100% Vested Interest in all Employer
Contributions allocated to his Employer Contribution Account (other than
contributions allocated to a Member's Destec Employer Contribution Account,
Trident Matching Account, or Trident Profit Sharing Stock Account, which shall
vest in accordance with paragraph (b) above) under the Plan on or before April
1, 1995, and all earnings thereon.

                  (d) A Member's Vested Interest in Employer Contributions
allocated to his Employer Contribution Account (other than contributions
allocated to a Member's Destec Employer Contribution Account, Trident Matching
Account, or Trident Profit Sharing Stock Account, which shall vest in accordance
with paragraph (b) above) under the Plan after April 1, 1995, and the earnings
thereon, shall be determined as follows:



                                      28

<Page>

                  (1) The Vested Interest in such contributions and earnings of
         any Member with three or more years of Vesting Service under the Plan
         as of April 1, 1995, shall be 100%.

                  (2) The Vested Interest in such contributions and earnings of
         any Member with less than three years of Vesting Service as of April 1,
         1995, shall be determined by such Member's years of Vesting Service in
         accordance with the vesting schedule set forth in paragraph (e) below.

(e)      Except as provided in paragraphs (b), (c), and (d) above, a Member's
Vested Interest in his Employer Contribution Account shall be determined in
accordance with the following schedule:


<Table>
<Caption>

            YEARS OF VESTING SERVICE                     VESTED INTEREST
            ------------------------                     ---------------
            <S>                                          <C>
            Less than        1        year                     0%
                             1        year                     25%
                             2        years                    50%
                             3        years                    75%
                             4        years or more            100%

</Table>

                  (f) Paragraphs (b), (d), and (e) above notwithstanding, a
Member shall have a 100% Vested Interest in his Employer Contribution Account
(1) upon the attainment of his Normal Retirement Date while employed by the
Employer or a Controlled Entity, (2) upon the termination of his employment with
the Employer at a time when he is totally and permanently disabled (as defined
in Section 7.2), (3) upon the death of such Member while an Employee, or (4) if
such Member is an affected Member, upon the occurrence of an event described in,
under the conditions set forth in, Section 17.2.

                  (g) Paragraphs (b), (d), and (e) above notwithstanding, if a
Member ceased to be employed during the one-year period beginning on the date of
the closing of the Illinova Transaction by reason of an Involuntary Termination
(as such terms are hereinafter defined), then such Member shall have a 100%
Vested Interest in his Employer Contribution Account. For purposes of this
Paragraph (g), the following terms shall have the meanings set forth below:

                  (1) "Excluded Termination" shall mean any termination of a
         Member's employment with the Employer by reason of a merger,
         acquisition, sale, transfer, outsourcing, reorganization or
         restructuring of all or part of the Employer or any affiliate or
         division thereof where either (i) such Member is offered another
         position within the Employer that provides such Member with a base
         salary at least equal to or greater than his base salary in effect on
         the last day of such Member's active service for the Employer
         (including, without limitation, a position that would require such
         Member to transfer to a different work location so long as he has been
         offered the Employer's standard relocation package in connection with
         such transfer) or (ii) such Member accepts any position with a
         successor company (as hereafter defined), including an outside
         contractor, where affiliated or unaffiliated with the Employer. For
         purposes of the preceding sentence, a successor company is (A) any
         entity that assumes operations or functions formerly

                                      29

<Page>

         carried out by the Employer (such as the buyer of a facility, asset or
         division or any entity to which the Employer operation or function has
         been outsourced), (B) any affiliate of the Employer, or (C) any entity
         making the job offer at the request of the Employer (such as a joint
         venture of which the Employer or an affiliate is a member).

                  (2) "Illinova Transaction" shall mean the transactions
         contemplated in that certain Agreement and Plan of Merger dated as of
         June 14, 1999, by and among Illinova Corporation, Energy Convergence
         Holding Company, Energy Convergence Acquisition Corporation, Dynegy
         Acquisition Corporation, and the Company, as amended.

                  (3) "Involuntary Termination" shall mean, with respect to each
         Member, any termination of such Member's employment with the Employer;
         provided, however, that the term "Involuntary Termination" shall not
         include a voluntary resignation by such Member, an Excluded
         Termination, a Termination for Cause, or any termination as a result of
         such Member's death or total and permanent disability (as defined in
         Section 7.2).

                  (4) "Termination for Cause" shall mean any termination of a
         Member's employment with the Employer by reason of such Member's (i)
         conviction of a misdemeanor involving moral turpitude or a felony, (ii)
         engagement in conduct which is materially injurious (monetarily or
         otherwise) to the Employer or any of its affiliates (including, without
         limitation, misuse of the Employer's or an affiliate's funds or other
         property), (iii) engagement in gross negligence or willful misconduct
         in the performance of such individual's duties, (iv) willful refusal
         without proper legal reason to perform such individual's duties and
         responsibilities, (v) material breach of any material provision of any
         agreement between the Employer and such individual, or (vi) material
         breach of any material corporate policy maintained and established by
         the Employer that is of general applicability to Members.

         8.4      CREDITING OF VESTING SERVICE.

                  (a) For the period preceding the Effective Date, subject to
the provisions of Section 8.5, an individual shall be credited with Vesting
Service in an amount equal to all service credited to him for vesting purposes
under the Plan as it existed on the day prior to the Effective Date; provided,
however, that each individual who was employed by Illinois Power Company or any
of its affiliates (collectively, "Illinois Power") on the date of the closing of
the Illinova Transaction (as defined in Section 8.3(g)(2)) shall be credited
with Vesting Service for the period preceding such date based upon his original
date of hire with Illinois Power.

                  (b) On or after the Effective Date, subject to the remaining
Paragraphs of this Section and to the provisions of Section 8.5, an individual
shall be credited with Vesting Service in an amount equal to his aggregate
Periods of Service whether or not such Periods of Service are completed
consecutively.

                  (c) Paragraph (b) above notwithstanding, if an individual
terminates his Service (at a time other than during a leave of absence) and
subsequently resumes his Service, if his Reemployment Commencement Date is
within twelve months of his Severance from Service

                                      30

<Page>

Date, such Period of Severance shall be treated as a Period of Service for
purposes of Paragraph (b) above.

                  (d) Paragraph (b) above notwithstanding, if an individual
terminates his Service during a leave of absence and subsequently resumes his
Service, if his Reemployment Commencement Date is within twelve months of the
beginning of such leave of absence, such Period of Severance shall be treated as
a Period of Service for purposes of Paragraph (b) above.

         8.5      FORFEITURES OF VESTING SERVICE.

                  (a) In the case of an individual who terminates employment at
a time when he has a 0% Vested Interest in his Employer Contribution Account and
who then incurs a Period of Severance that equals or exceeds the greater of five
years or his aggregate Period of Service completed before such Period of
Severance, such individual's Period of Service completed before such Period of
Severance shall be forfeited and completely disregarded in determining his years
of Vesting Service.

                  (b) In the case of a Member who terminates employment with the
Employer at a time when he has a Vested Interest in his Employer Contribution
Account of more than 0% but less than 100% and then incurs a Period of Severance
of five consecutive years, such Member's years of Vesting Service completed
after such Period of Severance shall be disregarded for purposes of determining
such Member's Vested Interest in any Plan benefits derived from Employer
Contributions on his behalf before such Period of Severance, but his years of
Vesting Service completed before such Period of Severance shall not be
disregarded in determining any Plan benefits derived from Employer Contributions
on his behalf after such Period of Severance.

                  (c) A Member who terminates employment with the Employer at a
time when he has a 100% Vested Interest shall not forfeit any of his Vesting
Service for purposes of determining such Member's Vested Interest in any Plan
benefits derived from Employer Contributions made on his behalf.

         8.6      FORFEITURES OF NONVESTED ACCOUNT BALANCE.

                  (a) With respect to a Member who terminates employment with
the Employer with a Vested Interest in his Employer Contribution Account that is
less than 100% and either is not entitled to a distribution from the Plan or
receives a distribution from the Plan of the balance of his Vested Interest in
his Accounts in the form of a lump sum distribution, the nonvested portion of
such terminated Member's Employer Contribution Account as of his Benefit
Commencement Date shall become a forfeiture as of his Benefit Commencement Date
(or as of his date of termination of employment if no amount is payable from the
Trust Fund on behalf of such Member with such Member being considered to have
received a distribution of zero dollars on his date of termination of
employment).

                  (b) With respect to a Member who terminates employment with
the Employer with a Vested Interest in his Employer Contribution Account greater
than 0% but less than 100% and who is not otherwise subject to the forfeiture
provisions of Paragraph (a) above (or Section 8.8 below), the nonvested portion
of his Employer Contribution Account shall be forfeited as of

                                      31

<Page>

the earlier of (1) the date the Member completes a Period of Severance of five
consecutive years or (2) the date of the terminated Member's death.

         8.7      RESTORATION OF FORFEITED ACCOUNT BALANCE. In the event that
the nonvested portion of a terminated Member's Employer Contribution Account
becomes a forfeiture pursuant to Section 8.6, the terminated Member shall,
upon subsequent reemployment with the Employer prior to incurring a Period of
Severance of five consecutive years, have the forfeited amount restored to
such Member's Employer Contribution Account, unadjusted by any subsequent
gains or losses of the Trust Fund; provided, however, that such restoration
shall be made only if such Member repays in cash an amount equal to the amount
so distributed to him pursuant to Section 8.6 within five years from the date
the Member is reemployed. A reemployed Member who was not entitled to a
distribution from the Plan on his date of termination of employment shall be
considered to have repaid a distribution of zero dollars on the date of his
reemployment. Any such restoration shall be made as soon as administratively
feasible following the date of repayment. Notwithstanding anything to the
contrary in the Plan, forfeited amounts to be restored by the Employer
pursuant to this Section shall be charged against and deducted from
forfeitures for the Plan Year in which such amounts are restored that would
otherwise be available to be applied pursuant to Section 4.2. If such
forfeitures otherwise available are not sufficient to provide such
restoration, the portion of such restoration not provided by forfeitures shall
be charged against and deducted from Employer Discretionary Contributions
otherwise available for allocation to other Members in accordance with Section
4.1(d), and any additional amount needed to restore such forfeited amounts
shall be a minimum required Employer Discretionary Contribution (which shall
be made without regard to current or accumulated earnings and profits). Any
amounts repaid to the Plan by a Member pursuant to this Section shall be
subject to the same restrictions under the Plan as are the Account or Accounts
from which such amounts were originally distributed. Repayment shall be
permitted from an individual retirement account or individual retirement
annuity if such individual retirement account or individual retirement annuity
contains only amounts distributed to the Member from the Plan and earnings
thereon.

         8.8      SPECIAL FORMULA FOR DETERMINING VESTED INTEREST FOR PARTIAL
ACCOUNTS. With respect to a Member whose Vested Interest in his Employer
Contribution Account Subject to Vesting is less than 100% and who receives a
termination distribution from his Employer Contribution Account Subject to
Vesting other than a lump sum distribution, any amount remaining in his
Employer Contribution Account Subject to Vesting shall continue to be
maintained as a separate account. At any relevant time, such Member's
nonforfeitable portion of his separate account shall be determined in
accordance with the following formula:

                           X=P(AB + (R X D)) - (R X D)

For purposes of applying the formula: X is the nonforfeitable portion of such
separate account at the relevant time; P is the Member's Vested Interest in his
Employer Contribution Account Subject to Vesting at the relevant time; AB is the
balance of such separate account at the relevant time; R is the ratio of the
balance of such separate account at the relevant time to the balance of such
separate account after the distribution; and D is the amount of the
distribution. For all other purposes of the Plan, a Member's separate account
shall be treated as an Employer Contribution Account. Upon his incurring a
Period of Severance of five consecutive years, the forfeitable

                                      32

<Page>

portion of a terminated Member's separate account and Employer Contribution
Account Subject to Vesting shall be forfeited as of the end of the Plan Year
during which the terminated Member completes such Period of Severance if not
forfeited earlier pursuant to the provisions of Section 8.6.






















                                      33

<Page>

                                       IX.

                                 DEATH BENEFITS

         9.1      DEATH BENEFITS. Upon the death of a Member while an
Employee, the Member's Eligible Surviving Spouse or designated beneficiary
shall be entitled to a death benefit, payable at the time and in the form
provided in Article X, equal in value to the aggregate amount in his Accounts
on his Benefit Commencement Date. Any contribution allocable to a Member's
Accounts after his Benefit Commencement Date shall be distributed, if his
benefit was paid in a lump sum, or used to increase payments, if his benefit
is being paid on a periodic basis, as soon as administratively feasible after
the date that such contribution is paid to the Trust Fund.

         9.2      AMENDMENT OF ARTICLE IX. Notwithstanding anything to the
contrary in Section 9.1, effective as of May 1, 2002, the Article IX set forth
in the main text of the Plan shall be deleted, and the Article IX set forth in
Appendix C attached hereto shall be substituted therefor; provided, however,
that a beneficiary designation made pursuant to Section 10.3 prior to May 1,
2002, shall continue to apply from and after such date until changed by the
Member in accordance with the provisions of Section 9.2 set forth in Appendix
C.


















                                      34

<Page>


                                       X.

                      TIME AND FORM OF PAYMENT OF BENEFITS

         10.1     TIME OF PAYMENT.

                  (a) Subject to the provisions of the remaining Paragraphs of
this Section, a Member's Benefit Commencement Date shall be the date that is as
soon as administratively feasible after the date the Member or his beneficiary
becomes entitled to a benefit pursuant to Article VI, VII, VIII, or IX unless
the Member has been reemployed by the Employer or a Controlled Entity before
such potential Benefit Commencement Date, but a Member's Benefit Commencement
Date shall be no earlier than the expiration of the seven-day period that begins
the day after the information required to be furnished pursuant to Section
10.2(c) has been furnished to the Member.

                  (b) Unless a Member (1) has attained age sixty-five, (2) has
died (A) without leaving an Eligible Surviving Spouse or (B) with an election in
effect, pursuant to Section 10.3(b), not to receive the standard death benefit
set forth in Section 10.3(a), or (3) consents to a distribution pursuant to
Paragraph (a) (and, if such Member has an Eligible Surviving Spouse, unless such
Eligible Surviving Spouse consents (with such consent being irrevocable) in
accordance with the requirements of section 417 of the Code and applicable
Treasury regulations thereunder) within the ninety-day period ending on the date
payment of his benefit hereunder is to commence pursuant to Paragraph (a), his
Benefit Commencement Date shall be deferred to the date which is as soon as
administratively feasible after the date the Member attains (or would have
attained) age sixty-five, or such earlier date as the Member (with the consent
of his Eligible Surviving Spouse, if applicable) may elect by written notice to
the Committee prior to such date. Consent of the Member's Eligible Surviving
Spouse under this Paragraph shall not be required if the Member's benefit is to
be paid in the form of the standard benefit described in Section 10.2(a). The
Committee shall furnish information pertinent to his consent to each Member no
less than thirty days (unless such thirty-day period is waived by an affirmative
election in accordance with applicable Treasury regulations) and no more than
ninety days before his Benefit Commencement Date, and the furnished information
shall include a general description of the material features of, and an
explanation of the relative values of, the alternative forms of benefit
available under the Plan and must inform the Member of his right to defer his
Benefit Commencement Date and of his Direct Rollover right pursuant to Section
10.5 below, if applicable. In the case of a married Member who dies before his
Benefit Commencement Date without electing not to receive the standard death
benefit set forth in Section 10.3(a), the consent and election set forth in this
Paragraph may be made by his Eligible Surviving Spouse.

                  (c) A Member's Benefit Commencement Date shall in no event be
later than the sixtieth day following the close of the Plan Year during which
such Member attains, or would have attained, his Normal Retirement Date or, if
later, terminates his employment with the Employer and all Controlled Entities.

                  (d) A Member's Benefit Commencement Date shall be in
compliance with the provisions of section 401(a)(9) of the Code and applicable
Treasury regulations and shall in no event be later than:


                                      35
<Page>


                  (1) For Members attaining age seventy and one-half before
         January 1, 1999, April 1 of the calendar year following the calendar
         year in which such Member attains the age of seventy and one-half;

                  (2) For Members attaining age seventy and one-half after
         December 31, 1998, April 1 of the calendar year following the later of
         (A) the calendar year in which such Member attains the age of seventy
         and one-half or (B) the calendar year in which such Member terminates
         his employment with the Employer (provided, however, that clause (B) of
         this sentence shall not apply in the case of a Member who is a
         "five-percent owner" (as defined in section 416 of the Code) with
         respect to the Plan Year ending in the calendar year in which such
         Member attains the age of seventy and one-half); and

                  (3) In the case of a benefit payable pursuant to Article IX,
         (A) if payable to other than the Member's Eligible Surviving Spouse,
         December 31 of the calendar year following the calendar year in which
         such Member died or (B) if payable to the Member's Eligible Surviving
         Spouse, the later of (i) December 31 of the calendar year following the
         calendar year in which such Member died or (ii) December 31 of the
         calendar year in which such Member would have attained the age of
         seventy and one-half, unless such Eligible Surviving Spouse dies before
         payments commence, in which case the Benefit Commencement Date may not
         be deferred beyond December 31 of the calendar year following the
         calendar year in which such Eligible Surviving Spouse dies.

The preceding provisions of this Section notwithstanding, a Member may not elect
to defer the receipt of his benefit hereunder to the extent that such deferral
creates a death benefit that is more than incidental within the meaning of
section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.
Further, in determining compliance with the provisions of section 401(a)(9) of
the Code, the life expectancies of a Member and the Member's spouse shall not be
recalculated after the Benefit Commencement Date. Finally, a Member (other than
a Member who is a "five-percent owner" (as defined in section 416 of the Code)
with respect to the Plan Year ending in the calendar year in which such Member
attains the age of seventy and one-half) who attains age seventy and one-half in
calendar year 1996, 1997, or 1998 may elect to defer his Benefit Commencement
Date until no later than April 1 of the calendar year following the later of (A)
the calendar year in which such Member attains the age of seventy and one-half
or (B) the calendar year in which such Member terminates his employment with the
Employer, provided, that such election is made by the later of the end of the
calendar year in which such Member attains age seventy and one-half or December
31, 1997. With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of section 401(a)(9) of the Code in accordance with
the regulations under section 401(a)(9) of the Code that were proposed on
January 17, 2001, notwithstanding any provisions of the Plan to the contrary.
The provisions of the preceding sentence shall continue in effect until the end
of the last calendar year beginning before the effective date of final
regulations under section 401(a)(9) of the Code or such other date as may be
specified in guidance published by the Internal Revenue Service.

                  (e) Subject to the provisions of Paragraph (d), a Member's
Benefit Commencement Date shall not occur unless the Article VI, VII, VIII, or
IX event entitling the Member (or his beneficiary) to a benefit constitutes a
distributable event described in section


                                      36
<Page>


401(k)(2)(B) of the Code and shall not occur while the Member is employed by
the Employer or any Controlled Entity (irrespective of whether the Member has
become entitled to a distribution of his benefit pursuant to Article VI, VII,
VIII, or IX).

                  (f) Paragraphs (a), (b) and (c) notwithstanding, but subject
to the provisions of Paragraph (d) above, a Member and the beneficiary of a
Member who dies prior to his Benefit Commencement Date, other than a Member
whose Vested Interest in his Accounts is not in excess of $5,000, must file a
claim for benefits in the manner prescribed by the Committee before payment of
his benefits will commence.

                  (g) Notwithstanding the provisions of the Plan regarding
availability of distributions from the Plan upon "termination of employment," a
Member's Accounts shall be distributed on account of the Member's "severance
from employment" as such term is used in section 401(k)(2)(B)(i)(I) of the Code.
Distributions permitted under the Plan upon a Member's "severance from
employment" pursuant to the preceding sentence shall apply for distributions on
or after the Effective Date regardless of when the severance from employment
occurred.

         10.2     STANDARD AND ALTERNATIVE FORMS OF BENEFIT FOR MEMBERS.

                  (a) For purposes of Article VI, VII, or VIII, the standard
benefit for any Member who is married on his Benefit Commencement Date shall be
a joint and survivor annuity. Such joint and survivor annuity shall be a
commercial annuity which is payable for the life of the Member with a survivor
annuity for the life of the Member's Eligible Surviving Spouse which shall be
one-half of the amount of the annuity payable during the joint lives of the
Member and the Member's Eligible Surviving Spouse. The standard benefit for any
Member who is not married on his Benefit Commencement Date shall be a commercial
annuity which is payable for the life of the Member.

                  (b) Any Member who would otherwise receive the standard
benefit may elect not to take his benefit in such form by executing the form
prescribed by the Committee for such election during the election period
described in Paragraph (c) below. Any election may be revoked and subsequent
elections may be made or revoked at any time during such election period.
Notwithstanding the foregoing, an election by a married Member not to receive
the standard benefit as provided in Paragraph (a) above shall not be effective
unless (1) the Eligible Surviving Spouse has consented thereto in writing
(including consent to the specific designated beneficiary to receive payments
following the Member's death or to the specific benefit form elected, which
designation or election may not subsequently be changed by the Member without
spousal consent) and such consent acknowledges the effect of such election and
is witnessed by a Plan representative (other than the Member) or a notary public
or (2) the consent of such spouse cannot be obtained because the Eligible
Surviving Spouse cannot be located or because of other circumstances described
by applicable Treasury regulations. Any such consent by such Eligible Surviving
Spouse shall be irrevocable.

                  (c) The Committee shall furnish certain information, pertinent
to the Paragraph (b) election, to each Member no less than thirty days (unless
such thirty-day period is waived by an affirmative election in accordance with
applicable Treasury regulations) and no more than ninety days before his Benefit
Commencement Date. The furnished information shall


                                      37
<Page>


include an explanation of (1) the terms and conditions of the standard benefit,
(2) the Member's right to elect to waive the standard benefit and the effect of
such election, (3) the rights of the Member's Eligible Surviving Spouse, if
any, (4) the right to revoke such election and the effect of such revocation,
(5) a general description of the eligibility conditions and other material
features of the alternative forms of benefit available pursuant to Paragraph
(d) below, and (6) sufficient additional information to explain the relative
values of such alternative forms of benefit. The period of time during which a
Member may make or revoke such election shall be the ninety-day period ending
on such Member's Benefit Commencement Date provided that such election may also
be revoked at any time prior to the expiration of the seven-day period that
begins the day after the information required to be furnished pursuant to this
Paragraph has been furnished to the Member.

                  (d) For purposes of Article VI, VII, or VIII, the benefit for
any Member who has elected not to receive the standard benefit shall be paid in
one of the following alternative forms to be selected by the Member or, in the
absence of such election, by the Committee; provided, however, that the period
and method of payment of any such form shall be in compliance with the
provisions of section 401(a)(9) of the Code and applicable Treasury regulations
thereunder:

                  (1) A commercial annuity in the form of a single life annuity
         for the life of such Member.

                  (2) A commercial annuity (A) for the joint lives of the Member
         and any person designated by the Member, (B) for a term certain (of 5,
         10, or 15 years) and continuous for the life of the Member if he
         survives such term certain, or (C) for a term certain to the Member and
         any designated beneficiary of the Member if the Member does not survive
         such term certain.

                  (3) A lump sum.

                  (4) Periodic installment payments to such Member for a term
         certain or, in the event of such Member's death before the end of such
         term certain, to his designated beneficiary; provided, however, that
         such term certain shall not exceed the lesser of (i) ten years or (ii)
         the life expectancy of the Member or the joint and last survivor
         expectancy of the Member and his designated beneficiary. Upon the death
         of a beneficiary who is receiving installment payments under this
         Paragraph, the remaining balance in the Member's Accounts shall be paid
         as soon as administratively feasible, in one lump sum cash payment, to
         the beneficiary's executor or administrator or to his heirs at law if
         there is no administration of such beneficiary's estate.

                  (e) If a Member, who terminated his employment under
circumstances such that he was entitled to a benefit pursuant to Article VI,
VII, or VIII, dies prior to his Benefit Commencement Date, the amount of the
benefit to which he was entitled shall be paid pursuant to Section 10.3 just as
if such Member had died while employed by the Employer except that his Vested
Interest shall be determined pursuant to Article VI, VII, or VIII, whichever is
applicable.


                                      38
<Page>


         10.3     STANDARD AND ALTERNATIVE FORMS OF DEATH BENEFIT.

                  (a) For purposes of Article IX, the standard death benefit for
a deceased Member who leaves an Eligible Surviving Spouse shall be a survivor
annuity. Such survivor annuity shall be a commercial annuity which is payable
for the life of such Eligible Surviving Spouse.

                  (b) Any Member who would otherwise have his death benefit paid
in the standard survivor annuity form may elect not to have his benefit paid in
such form by executing the beneficiary designation form prescribed by the
Committee and filing same with the Committee, designating a primary beneficiary
other than his Eligible Surviving Spouse or electing some form of payment other
than a survivor annuity. Any election may be revoked and subsequent elections
may be made or revoked at any time prior to a Member's date of death.

                  (c) Paragraph (b) above to the contrary notwithstanding:

                  (1) An election not to have the death benefit paid in the
         standard survivor annuity form as provided in Paragraph (a) above shall
         not be effective unless (A) the Eligible Surviving Spouse has consented
         thereto in writing and such consent (i) acknowledges the effect of such
         election, (ii) either consents to the specific designated beneficiary
         (which designation may not subsequently be changed by the Member
         without spousal consent) or expressly permits such designation by the
         Member without the requirement of further consent by the spouse, and
         (iii) is witnessed by a Plan representative (other than the Member) or
         a notary public or (B) the consent of such spouse cannot be obtained
         because the Eligible Surviving Spouse cannot be located or because of
         other circumstances described by applicable Treasury regulations. Any
         such consent by such Eligible Surviving Spouse shall be irrevocable.

                  (2) An election not to have the death benefit paid in the
         standard survivor annuity form may be made before the first day of the
         Plan Year in which a Member attains the age of thirty-five only (A)
         after the Member separates from service and only with respect to
         benefits accrued under the Plan before the date of such separation and
         (B) in the case of a Member who has not separated from service, if the
         Member has been furnished the information described in Paragraph (d),
         with such election to become invalid upon the first day of the Plan
         Year in which the Member attains the age of thirty-five, whereupon a
         new election may be made by such Member.

                  (d) The Committee shall furnish certain information pertinent
to the Paragraph (b) election to each Member within the period beginning with
the first day of the Plan Year in which he attains the age of thirty-two (but no
earlier than the date such Member begins participation in the Plan) and ending
with the later of (1) the last day of the Plan Year preceding the Plan Year in
which the Member attains the age of thirty-five or (2) a reasonable time after
the Employee becomes a Member. If a Member separates from service before
attaining age thirty-five, such information shall be furnished to such Member
within the period beginning one year before the Member separates from service
and ending one year after such separation. Such information shall also be
furnished to a Member who has not attained the age of thirty-five or terminated
employment, within a reasonable time after written request by such Member. The


                                      39
<Page>


furnished information shall include an explanation of (1) the terms and
conditions of the survivor annuity, (2) the Member's right to elect to waive the
survivor annuity and the effect of such election, (3) the rights of the Member's
Eligible Surviving Spouse, (4) the right to revoke such election and the effect
of such revocation, (5) a general description of the eligibility conditions and
other material features of the alternative forms of benefit available pursuant
to Paragraph (f) below, and (6) sufficient additional information to explain the
relative value of such alternative forms of benefit.

                  (e) In the event a survivor annuity is to be paid to a
Member's Eligible Surviving Spouse, such Eligible Surviving Spouse may elect to
receive the benefit in one of the alternative forms set forth in Section
10.3(f). Within a reasonable time after written request by such Eligible
Surviving Spouse, the Committee shall provide to such Eligible Surviving Spouse
a written explanation of such survivor annuity form and the alternative forms of
payment which may be selected along with the financial effect of each such form.

                  (f) For purposes of Article IX, the death benefit of a
deceased Member who is not survived by an Eligible Surviving Spouse or who has
elected not to have his death benefit paid in the standard survivor annuity form
set forth in Section 10.3(a) shall be paid to his designated beneficiary in one
of the following alternative forms to be selected by such beneficiary or, in the
absence of such selection, by the Committee; provided, however, that the period
and method of payment of any such form shall be in compliance with the
provisions of section 401(a)(9) of the Code and applicable Treasury regulations
thereunder:

                  (1) A commercial annuity in the form of a single life annuity
         for the life of the designated beneficiary.

                  (2) A lump sum.

                  (g) If a deceased Member who either is not survived by an
Eligible Surviving Spouse or has elected (with spousal consent) not to have his
standard death benefit paid in the standard survivor annuity form set forth in
Section 10.3(a) does not have a valid beneficiary designation on file with the
Committee at the time of his death, the designated beneficiary or beneficiaries
to receive such Member's death benefit shall be as follows:

                  (1) If a Member leaves an Eligible Surviving Spouse, his
         designated beneficiary shall be such Eligible Surviving Spouse;

                  (2) If a Member leaves no Eligible Surviving Spouse, his
         designated beneficiary shall be (A) such Member's executor or
         administrator or (B) his heirs at law if there is no administration of
         such Member's estate.

         10.4     CASH-OUT OF BENEFIT.

                  (a) If a Member terminates his employment and his Vested
Interest in his Accounts is not in excess of $5,000, such Member's benefit shall
be paid in one lump sum payment in lieu of any other form of benefit herein
provided. Any such payment shall be made at the time specified in Section
10.1(a) without regard to the consent restrictions of Section 10.1(b) and the
election and spousal consent requirements of Sections 10.2 and 10.3 except that
a


                                      40
<Page>


married Member's death benefit shall be paid to his Eligible Surviving Spouse
unless another beneficiary has been designated pursuant to the provisions of
Section 10.3(b). The provisions of this Section shall not be applicable to a
Member following his Benefit Commencement Date.

                  (b) For purposes of this Section, in determining whether a
Member's Vested Interest in his Accounts is not in excess of $5,000, the value
of the Member's Vested Interest in his Accounts shall be determined without
regard to that portion of his Accounts which is attributable to Rollover
Contributions (and earnings allocable thereto) within the meaning of sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code. If
the value of a Member's Vested Interest in his Accounts as so determined is
$5,000 or less, then the Member's entire nonforfeitable account balance
(including amounts attributable to such Rollover Contributions) shall be
immediately distributed in a single lump sum payment.

         10.5     DIRECT ROLLOVER ELECTION. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this Section, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have all or any portion of an Eligible Rollover
Distribution (other than any portion attributable to the offset of an
outstanding loan balance of such Member pursuant to the Plan's loan procedure)
paid directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover. The preceding sentence notwithstanding, a Distributee may
elect a Direct Rollover pursuant to this Section only if such Distributee's
Eligible Rollover Distributions during the Plan Year are reasonably expected to
total $200 or more. Furthermore, if less than 100% of the Member's Eligible
Rollover Distribution is to be a Direct Rollover, the amount of the Direct
Rollover must be $500 or more. Prior to any Direct Rollover pursuant to this
Section, the Committee may require the Distributee to furnish the Committee
with a statement from the plan, account, or annuity to which the benefit is to
be transferred verifying that such plan, account, or annuity is, or is intended
to be, an Eligible Retirement Plan.

         10.6     BENEFITS FROM ACCOUNT BALANCES. With respect to any benefit
payable in any form pursuant to the Plan, such benefit shall be provided from
the Account balance(s) to which the particular Member or beneficiary is
entitled.

         10.7     DISTRIBUTIONS OF COMPANY STOCK AND DESTEC ACCOUNTS. Benefits
shall be paid (or transferred pursuant to Section 10.5) in cash except that (A)
a Member (or his designated beneficiary or legal representative in the case of
a deceased Member) may elect to have the portion of his Accounts invested in
the Company Stock Fund distributed (or transferred pursuant to Section 10.5) in
full shares of Company Stock to the extent of the Member's pro rata portion of
the shares of Company Stock held in the Company Stock Fund with any balance of
the Member's interest in the Company Stock Fund (including fractional shares)
to be paid or transferred in cash, and (B) to the extent possible, a Member (or
his designated beneficiary or legal representative in the case of a deceased
Member) may elect to have his Destec Accounts, if any, paid (or transferred
pursuant to Section 10.5) in kind.

         10.8     COMMERCIAL ANNUITIES. At the direction of the Committee, the
Trustee may pay any form of benefit provided hereunder other than a lump sum
payment or a Direct Rollover pursuant to Section 10.5 by the purchase of a
commercial annuity contract and the distribution of such contract to the Member
or beneficiary. Thereupon, the Plan shall have no further liability


                                      41
<Page>


with respect to the amount used to purchase the annuity contract and such
Member or beneficiary shall look solely to the company issuing such contract
for such annuity payments. All certificates for commercial annuity benefits
shall be nontransferable, except for surrender to the issuing company, and no
benefit thereunder may be sold, assigned, discounted, or pledged (other than as
collateral for a loan from the company issuing same). Notwithstanding the
foregoing, the terms of any such commercial annuity contract shall conform with
the time of payment, form of payment, and consent provisions of Sections 10.1,
10.2, and 10.3.

         10.9     UNCLAIMED BENEFITS. In the case of a benefit payable on
behalf of a Member, if the Committee is unable to locate the Member or
beneficiary to whom such benefit is payable, upon the Committee's determination
thereof, such benefit shall be forfeited. The timing of such forfeiture shall
comply with the time of payment rules described in Section 10.1.
Notwithstanding the foregoing, if subsequent to any such forfeiture the Member
or beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be restored to the Plan in the manner
provided in Section 8.7.

         10.10    AMENDMENT OF ARTICLE X. Notwithstanding anything to the
contrary in the preceding Sections of this Article X, effective as of May 1,
2002, the Article X set forth in the main text of the Plan shall be deleted,
and the Article X set forth in Appendix C attached hereto shall be substituted
therefor.




















                                      42
<Page>


                                       XI.

                             IN-SERVICE WITHDRAWALS

         11.1     IN-SERVICE WITHDRAWALS.

                  (a) A Member may withdraw from his After-Tax Account any or
all amounts held in such Account.

                  (b) A Member may withdraw from his Rollover Contribution
Account any or all amounts held in such Account.

                  (c) A Member may withdraw from his Dow ESOP Account any or all
amounts held in such Account.

                  (d) A Member who has attained age fifty-nine and one-half may
withdraw from his Before-Tax Account, Dow Transfer Account, and the Vested
Interest in his Employer Contribution Account, on a pro rata basis, an amount
not exceeding his then Vested Interest in the aggregate value of such Accounts.

                  (e) A Member who has a financial hardship, as determined by
the Committee, and who has made all available withdrawals pursuant to the
Paragraphs above and Appendices A and/or B hereunder, as applicable, and
pursuant to the provisions of any other plans of the Employer and any Controlled
Entities of which he is a member and who has obtained all available loans
pursuant to Article XII and pursuant to the provisions of any other plans of the
Employer and any Controlled Entities of which he is a member may withdraw from
his Before-Tax Account an amount not to exceed the lesser of (1) the balance of
such Account or (2) the amount determined by the Committee as being available
for withdrawal pursuant to this Paragraph. For purposes of this Paragraph,
financial hardship shall mean the immediate and heavy financial needs of the
Member. A withdrawal based upon financial hardship pursuant to this Paragraph
shall not exceed the amount required to meet the immediate financial need
created by the hardship and not reasonably available from other resources of the
Member. The amount required to meet the immediate financial need may include any
amounts necessary to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution. The determination of the
existence of a Member's financial hardship and the amount required to be
distributed to meet the need created by the hardship shall be made by the
Committee. The decision of the Committee shall be final and binding, provided
that all Members similarly situated shall be treated in a uniform and
nondiscriminatory manner. A withdrawal shall be deemed to be made on account of
an immediate and heavy financial need of a Member if the withdrawal is for:

                  (1) Expenses for medical care described in section 213(d) of
         the Code previously incurred by the Member, the Member's spouse, or any
         dependents of the Member (as defined in section 152 of the Code) or
         necessary for those persons to obtain medical care described in section
         213(d) of the Code and not reimbursed or reimbursable by insurance;


                                      43
<Page>


                  (2) Costs directly related to the purchase of a principal
         residence of the Member (excluding mortgage payments);

                  (3) Payment of tuition and related educational fees, and room
         and board expenses, for the next twelve months of post-secondary
         education for the Member or the Member's spouse, children, or
         dependents (as defined in section 152 of the Code);

                  (4) Payments necessary to prevent the eviction of the Member
         from his principal residence or foreclosure on the mortgage of the
         Member's principal residence; or

                  (5) Such other financial needs that the Commissioner of
         Internal Revenue may deem to be immediate and heavy financial needs
         through the publication of revenue rulings, notices, and other
         documents of general applicability.

The above notwithstanding, (1) withdrawals under this Paragraph shall be limited
to the sum of the Member's Before-Tax Contributions to the Plan, plus income
allocable thereto and credited to the Member's Before-Tax Account as of December
31, 1988, less any previous withdrawals of such amounts, and (2) Employer
Contributions utilized to satisfy the restrictions set forth in Section 3.1(e),
and income allocable thereto, shall not be subject to withdrawal. A Member who
receives a distribution pursuant to this Paragraph on or after the Effective
Date on account of hardship shall be prohibited from making elective deferrals
and employee contributions under this and all other plans maintained by the
Employer or any Controlled Entity for six months after receipt of the
distribution. A Member who receives a distribution from his Before-Tax Account
in calendar year 2001 on account of hardship shall be prohibited from making
elective deferrals and employee contributions under this and all other plans
maintained by the Employer or any Controlled Entity for six months after the
receipt of the distribution or until the Effective Date, if later. Further, from
and after the Effective Date, the post-hardship contribution limit set forth in
Treas. Reg. section 1.401(k)-1(d)(2)(iv)(B)(3) shall no longer apply to Members
as provided in IRS Notice 2002-4 (including, without limitation, to Members who
received a hardship distribution during 2001).

         11.2     RESTRICTION ON IN-SERVICE WITHDRAWALS.

                  (a) All withdrawals pursuant to this Article shall be made in
accordance with procedures established by the Committee.

                  (b) Notwithstanding the provisions of this Article, (i) not
more than one withdrawal pursuant to Section 11.1(a) may be made in any one
calendar quarter, (ii) not more than one withdrawal pursuant to Section 11.1(d)
may be made in any one Plan Year, (iii) no withdrawal shall be made from an
Account to the extent such Account has been pledged to secure a loan from the
Plan, and (iv) any portion of an Account that is invested in the VBO shall not
be subject to withdrawal pursuant to any of the Paragraphs of Section 11.1.

                  (c) If a Member's Account from which a withdrawal is made is
invested in more than one Investment Fund, the withdrawal shall be made pro rata
from each Investment Fund (other than the VBO) in which such Account is
invested.


                                      44
<Page>


                  (d) All withdrawals under this Article shall be paid in cash;
provided, however, that a Member may elect to have withdrawals pursuant to
Section 11.1 paid in full shares of Company Stock (with any fractional shares to
be paid in cash) to the extent that his Vested Interest in the Accounts from
which such withdrawals are made are invested in such stock.

                  (e) Any withdrawal hereunder that constitutes an Eligible
Rollover Distribution shall be subject to the Direct Rollover election described
in Section 10.5 (Section 10.3 from and after May 1, 2002).

                  (f) Except as provided in Appendix A and Appendix B, this
Article shall not be applicable to a Member following termination of employment
and the amounts in such Member's Accounts shall be distributable only in
accordance with the provisions of Article X.






















                                      45
<Page>

                                      XII.

                                     LOANS

         12.1     ELIGIBILITY FOR LOAN.

                  (a) Upon application by (1) any Member who is an Employee or
(2) any Member (A) who is a party-in-interest, as that term is defined in
section 3(14) of the Act, (B) who is no longer employed by the Employer, who is
a beneficiary of a deceased Member, or who is an alternate payee under a
qualified domestic relations order, as that term is defined in section 414(p)(8)
of the Code, and (C) who retains an Account balance under the Plan (an
individual who is eligible to apply for a loan under this Article being
hereinafter referred to as a "Member" for purposes of this Article) and subject
to such uniform and nondiscriminatory rules and regulations as the Committee may
establish, the Committee may in its discretion direct the Trustee to make a loan
or loans to such Member.

                  (b) No individual may have more than three loans outstanding
under the Plan at any time, and no individual may have more than one loan
outstanding under the Plan at any time that is being used to acquire any
dwelling unit which within a reasonable time is to be used (determined at the
time the loan is made) as a principal residence.

         12.2     MAXIMUM LOAN.

                  (a) A loan to a Member may not exceed 50% of the then value of
such Member's Vested Interest in his Accounts as reduced by the sum of then
value of the portion of each of such Accounts invested in the VBO.

                  (b) Paragraph (a) above to the contrary notwithstanding, no
loan shall be made from the Plan to the extent that such loan would cause the
total of all loans made to a Member from all qualified plans of the Employer or
a Controlled Entity ("Outstanding Loans") to exceed the lesser of:

                  (1) $50,000 (reduced by the excess, if any, of (A) the highest
         outstanding balance of Outstanding Loans during the one-year period
         ending on the day before the date on which the loan is to be made, over
         (B) the outstanding balance of Outstanding Loans on the date on which
         the loan is to be made); or

                  (2) one-half the present value of the Member's nonforfeitable
         accrued benefit under all qualified plans of the Employer or a
         Controlled Entity.

         12.3     MINIMUM LOAN. A loan to a Member may not be for an amount
less than $500.00.

         12.4     INTEREST AND SECURITY.

                  (a) Any loan made pursuant to this Article shall bear interest
at a rate established by the Committee from time to time and communicated to the
Members, which rate

                                      46

<Page>

shall provide the Plan with a return commensurate with the interest rates
charged by persons in the business of lending money for loans which would be
made under similar circumstances.

                  (b) Any loan shall be made as an investment of a segregated
loan fund to be established in the Trust Fund for the Member to whom the loan is
made. Any loan shall be considered to come, first, from the Member's After-Tax
Account, second, from the Member's Rollover Contribution Account, and third,
from the Member's Vested Interest in the remainder of his Accounts on a pro rata
basis. The Trustee shall fund a Member's segregated loan fund by liquidating
such portion of the assets of the Accounts from which the Member's loan is to be
made as is necessary to fund the loan and transferring the proceeds to such
segregated loan fund. If a Member's Accounts are invested in more than one
Investment Fund, the transfer shall be made pro rata from each such Investment
Fund (other than the VBO). The loan shall be secured by a pledge of the Member's
segregated loan fund. Notwithstanding any foregoing provision of this Paragraph
(b) to the contrary, no loan shall be considered to come from, and no
liquidation shall be made with respect to, the portion of a Member's Accounts
that are invested in the VBO.

         12.5     REPAYMENT TERMS OF LOAN.

                  (a) A Member who is an Employee receiving compensation at the
time of receipt of a loan shall be required, as a condition to receiving a loan,
to enter into an irrevocable agreement authorizing the Employer to make payroll
deductions from his compensation so long as the Member is an Employee and to
transfer such payroll deduction amounts to the Trustee in payment of such loan
plus interest. In the case of a Member who (1) is not at the time of
commencement of his loan an Employee, or (2) is not at the commencement of his
loan receiving compensation, or (3) was an Employee receiving compensation at
the time of commencement of his loan but ceases to receive compensation or
ceases to be an Employee, such Member shall make his loan repayments in the
manner prescribed by the Committee.

                  (b) The terms of the loan shall (1) require level amortization
with payments not less frequently than quarterly, (2) require that the loan be
repaid within five years unless the Member certifies in writing to the Committee
that the loan is to be used to acquire any dwelling unit which within a
reasonable time is to be used (determined at the time the loan is made) as a
principal residence of the Member, in which case such loan shall be repaid
within ten years, (3) allow prepayment without penalty, provided that any
prepayment must be for the full outstanding loan balance (including interest),
(4) require that the balance of the loan (including interest) shall become due
and payable (to the extent not otherwise due and payable) on the date the Member
or, if applicable, the Member's beneficiary, becomes entitled to a distribution
pursuant to Article VI, VII, VIII, or IX, irrespective of whether such Member or
beneficiary elects or consents to such distribution, and (5) provide that such
Member's outstanding loan balance (including interest), if not paid in
accordance with the repayment provisions of the loan, shall be repaid by
offsetting such balance against the amount in the Member's segregated loan fund
pledged as security for the loan. Notwithstanding the foregoing, in the event
that a Member becomes entitled to, but has not yet received, a distribution
pursuant to Article VI, VII or VIII, such Member may elect to continue to make
payments of principal and interest on his loan in accordance with the terms
thereof and subject to the provisions of this Article XII. By agreeing to the
pledge of the segregated loan fund as security for the loan, a Member shall be
deemed to

                                      47

<Page>

have consented to the distribution of such segregated loan fund prior to the
time specified in section 411(a)(11) of the Code and the applicable Treasury
regulations thereunder.

                  (c) If the Member fails in any way to comply with the
repayment terms of a loan, such loan shall be repaid by offsetting the Member's
outstanding loan balance (including interest) against the amount in the Member's
segregated loan fund pledged as security for the loan. Any such outstanding loan
(including interest) shall be so offset and repaid on the earlier of (a) the
last day of the Grace Period (as hereinafter defined) applicable with respect to
such failure to comply or (b) the date of any withdrawal or distribution of
benefits from the pledged portion of the Member's Accounts pursuant to the
provisions of the Plan. Notwithstanding the foregoing, amounts in a Member's
Accounts may not be offset and used to satisfy the payment of such loan
(including interest) prior to the earliest time such amounts would otherwise be
permitted to be distributed under applicable law. For purposes of this
Paragraph, the "Grace Period" with respect to any failure to comply with the
repayment terms of a loan shall be the 90-day period beginning on the date of
such failure.

                  (d) Amounts tendered to the Trustee by a Member in repayment
of a loan made pursuant to this Article (1) shall initially be credited to the
Member's segregated loan fund, (2) then shall be transferred as soon as
practicable following receipt thereof to the Account or Accounts from which the
Member's loan was made, and (3) shall be invested in accordance with the
Member's current designation as to the investment of contributions pursuant to
Section 5.2.

         12.6     OPERATION OF ARTICLE. The provisions of this Article shall
be applicable to loans granted or renewed on or after the Effective Date.
Loans granted or renewed prior to the Effective Date shall be governed by the
provisions of the Plan as in effect prior to the Effective Date.











                                      48

<Page>

                                      XIII.

                           ADMINISTRATION OF THE PLAN

         13.1     GENERAL ADMINISTRATION OF THE PLAN. The general
administration of the Plan shall be vested in the Committee. For purposes of
the Act, the Committee shall be the Plan "administrator" and shall be the
"named fiduciary" with respect to the general administration of the Plan
(except as to the investment of the assets of the Trust Fund).

         13.2     RECORDS AND PROCEDURES. The Committee shall keep appropriate
records of its proceedings and the administration of the Plan and shall make
available for examination during business hours to any Member or beneficiary
such records as pertain to that individual's interest in the Plan. The
Committee shall designate the person or persons who shall be authorized to
sign for the Committee and, upon such designation, the signature of such
person or persons shall bind the Committee.

         13.3     MEETINGS. The Committee shall hold meetings upon such notice
and at such time and place as it may from time to time determine. Notice to a
member shall not be required if waived in writing by that member. A majority
of the members of the Committee duly appointed shall constitute a quorum for
the transaction of business. All resolutions or other actions taken by the
Committee at any meeting where a quorum is present shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions
may be adopted or other action taken without a meeting upon written consent
signed by all of the members of the Committee.

         13.4     SELF-INTEREST OF MEMBERS. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan or to vote in any case in which his individual right to claim
any benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act and the remaining members cannot
agree, the Directors shall appoint a temporary substitute member to exercise
all the powers of the disqualified member concerning the matter in which he is
disqualified.

         13.5     COMPENSATION AND BONDING. The members of the Committee shall
not receive compensation with respect to their services for the Committee. To
the extent required by the Act or other applicable law, or required by the
Company, members of the Committee shall furnish bond or security for the
performance of their duties hereunder.

         13.6     COMMITTEE POWERS AND DUTIES. The Committee shall supervise
the administration and enforcement of the Plan according to the terms and
provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power,
authority, and duty:

                  (a) To make rules, regulations, and bylaws for the
         administration of the Plan that are not inconsistent with the terms and
         provisions hereof, provided such rules, regulations, and bylaws are
         evidenced in writing and copies thereof are delivered to the Trustee
         and to the Company, and to enforce the terms of the Plan and the rules
         and regulations promulgated thereunder by the Committee;

                                      49

<Page>

                  (b) To construe in its discretion all terms, provisions,
         conditions, and limitations of the Plan, and, in all cases, the
         construction necessary for the Plan to qualify under the applicable
         provisions of the Code shall control;

                  (c) To correct any defect or to supply any omission or to
         reconcile any inconsistency that may appear in the Plan in such manner
         and to such extent as it shall deem expedient in its discretion to
         effectuate the purposes of the Plan;

                  (d) To employ and compensate such accountants, attorneys,
         investment advisors, and other agents, employees, and independent
         contractors as the Committee may deem necessary or advisable for the
         proper and efficient administration of the Plan;

                  (e) To determine in its discretion all questions relating to
         eligibility;

                  (f) To make a determination in its discretion as to the right
         of any person to a benefit under the Plan and to prescribe procedures
         to be followed by distributees in obtaining benefits hereunder;

                  (g) To prepare, file, and distribute, in such manner as the
         Committee determines to be appropriate, such information and material
         as is required by the reporting and disclosure requirements of the Act;

                  (h) To furnish the Employer any information necessary for the
         preparation of such Employer's tax return or other information that the
         Committee determines in its discretion is necessary for a legitimate
         purpose;

                  (i) To require and obtain from the Employer and the Members
         any information or data that the Committee determines is necessary for
         the proper administration of the Plan;

                  (j) To instruct the Trustee as to the loans to Members
         pursuant to the provisions of Article XII;

                  (k) To direct the Trustee pursuant to the provisions of the
         Trust Agreement and with respect to the matters described in
         Section 5.6;

                  (l) To appoint investment managers pursuant to Section 15.5;

                  (m) To receive and review reports from the Trustee and from
         investment managers as to the financial condition of the Trust Fund,
         including its receipts and disbursements;

                  (n) To establish or designate Investment Funds as investment
         options as provided in Article V; and

                  (o) To designate entities as participating Employers under the
         Plan pursuant to Article XVIII.

                                      50

<Page>

Any provisions of the Plan to the contrary notwithstanding, benefits under the
Plan will be paid only if the Committee decides in its discretion that the
applicant is entitled to them.

         13.7     EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply
full and timely information to the Committee, including, but not limited to,
information relating to each Member's Compensation, age, retirement, death, or
other cause of termination of employment and such other pertinent facts as the
Committee may require. The Employer shall advise the Trustee of such of the
foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan. When making a determination in connection
with the Plan, the Committee shall be entitled to rely upon the aforesaid
information furnished by the Employer.

         13.8     TEMPORARY RESTRICTIONS. In order to ensure an orderly
transition in the transfer of assets to the Trust Fund from another trust fund
maintained under the Plan or from the trust fund of a plan that is merging
into the Plan or transferring assets to the Plan, the Committee may, in its
discretion, temporarily prohibit or restrict withdrawals, loans, changes to
contribution elections, changes of investment designation of future
contributions, transfers of amounts from one Investment Fund to another
Investment Fund, or such other activity as the Committee deems appropriate;
provided that any such temporary cessation or restriction of such activity
shall be in compliance with all applicable law.

         13.9     INDEMNIFICATION. The Company shall indemnify and hold
harmless each member of the Committee and each Employee who is a delegate of
the Committee against any and all expenses and liabilities arising out of his
administrative functions or fiduciary responsibilities, including any expenses
and liabilities that are caused by or result from an act or omission
constituting the negligence of such individual in the performance of such
functions or responsibilities, but excluding expenses and liabilities that are
caused by or result from such individual's own gross negligence or willful
misconduct. Expenses against which such individual shall be indemnified
hereunder shall include, without limitation, the amounts of any settlement or
judgment, costs, counsel fees, and related charges reasonably incurred in
connection with a claim asserted or a proceeding brought or settlement thereof.

         13.10    CLAIMS REVIEW.

                  (a) DEFINITIONS.  For purposes of this Section, the following
terms, when capitalized, will be defined as follows:

                  (1) ADVERSE BENEFIT DETERMINATION: Any denial, reduction or
         termination of or failure to provide or make payment (in whole or in
         part) for a Plan benefit, including any denial, reduction, termination
         or failure to provide or make payment that is based on a determination
         of a Claimant's eligibility to participate in the Plan. Further, any
         invalidation of a claim for failure to comply with the claim submission
         procedure will be treated as an Adverse Benefit Determination.

                  (2) BENEFITS ADMINISTRATOR:  The person or office to whom the
         Committee has delegated day-to-day Plan administration responsibilities
         and who, pursuant to such delegation, processes Plan benefit claims in
         the ordinary course.

                                      51

<Page>

                  (3) CLAIMANT:  A Member or beneficiary or an authorized
         representative of such Member or beneficiary who has filed or desires
         to file a claim for a Plan benefit.

                  (b) FILING OF BENEFIT CLAIM. To file a benefit claim under the
Plan, a Claimant must obtain from the Benefits Administrator the information and
benefit election forms, if any, provided for in the Plan and otherwise follow
the procedures established from time to time by the Committee or the Benefits
Administrator for claiming Plan benefits. If, after reviewing the information so
provided, the Claimant needs additional information regarding his Plan benefits,
he may obtain such information by submitting a written request to the Benefits
Administrator describing the additional information needed. A Claimant may only
request a Plan benefit by fully completing and submitting to the Benefits
Administrator the benefit election forms, if any, provided for in the Plan and
otherwise following the procedures established from time to time by the
Committee or the Benefits Administrator for claiming Plan benefits.

                  (c) PROCESSING OF BENEFIT CLAIM. Upon receipt of a fully
completed benefit claim from a Claimant, the Benefits Administrator shall
determine if the Claimant's right to the requested benefit, payable at the time
or times and in the form requested, is clear and, if so, shall process such
benefit claim without resort to the Committee. If the Benefits Administrator
determines that the Claimant's right to the requested benefit, payable at the
time or times and in the form requested, is not clear, it shall refer the
benefit claim to the Committee for review and determination, which referral
shall include:

                  (1) All materials submitted to the Benefits Administrator by
         the Claimant in connection with the claim;

                  (2) A written description of why the Benefits Administrator
         was of the view that the Claimant's right to the benefit, payable at
         the time or times and in the form requested, was not clear;

                  (3) A description of all Plan provisions pertaining to the
         benefit claim;

                  (4) Where appropriate, a summary as to whether such Plan
         provisions have in the past been consistently applied with respect to
         other similarly situated Claimants; and

                  (5) Such other information as may be helpful or relevant to
         the Committee in its consideration of the claim.

If the Claimant's claim is referred to the Committee, the Claimant may examine
any relevant document relating to his claim and may submit written comments or
other information to the Committee to supplement his benefit claim. Within
thirty days of receipt from the Benefits Administrator of a benefit claim
referral (or such longer period as may be necessary due to unusual circumstances
or to enable the Claimant to submit comments), but in any event not later than
will permit the Committee sufficient time to fully and fairly consider the claim
and make a determination within the time frame provided in Paragraph (d) below,
the Committee shall consider the referral regarding the claim of the Claimant
and make a decision as to whether it is to be approved, modified or denied. If
the claim is approved, the Committee shall direct the Benefits Administrator to
process the approved claim as soon as administratively practicable.

                                      52

<Page>

                  (d) NOTIFICATION OF ADVERSE BENEFIT DETERMINATION. In any case
of an Adverse Benefit Determination of a claim for a Plan benefit, the Committee
shall furnish written notice to the affected Claimant within a reasonable period
of time but not later than ninety days after receipt of such claim for Plan
benefits (or within 180 days if special circumstances necessitate an extension
of the ninety-day period and the Claimant is informed of such extension in
writing within the ninety-day period and is provided with an extension notice
consisting of an explanation of the special circumstances requiring the
extension of time and the date by which the benefit determination will be
rendered). Any notice that denies a benefit claim of a Claimant in whole or in
part shall, in a manner calculated to be understood by the Claimant:

                  (1) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2) Provide specific reference to pertinent Plan provisions on
         which the Adverse Benefit
         Determination is based;

                  (3) Describe any additional material or information necessary
         for the Claimant to perfect the claim and explain why such material or
         information is necessary; and

                  (4) Describe the Plan's review procedures and the time limits
         applicable to such procedures, including a statement of the Claimant's
         right to bring a civil action under section 502(a) of the Act following
         an Adverse Benefit Determination on review.

                  (e) Review of Adverse Benefit Determination.  A Claimant has
the right to have an Adverse Benefit Determination reviewed in accordance with
the following claims review procedure:

                  (1) The Claimant must submit a written request for such review
         to the Committee not later than 60 days following receipt by the
         Claimant of the Adverse Benefit Determination notification;

                  (2) The Claimant shall have the opportunity to submit written
         comments, documents, records, and other information relating to the
         claim for benefits to the Committee;

                  (3) The Claimant shall have the right to have all comments,
         documents, records, and other information relating to the claim for
         benefits that have been submitted by the Claimant considered on review
         without regard to whether such comments, documents, records or
         information were considered in the initial benefit determination; and

                  (4) The Claimant shall have reasonable access to, and copies
         of, all documents, records, and other information relevant to the claim
         for benefits free of charge upon request, including (a) documents,
         records or other information relied upon for the benefit determination,
         (b) documents, records or other information submitted, considered or
         generated without regard to whether such documents, records or other
         information were relied upon in making the benefit determination, and
         (c) documents,

                                      53

<Page>

         records or other information that demonstrates compliance with the
         standard claims procedure.

The decision on review by the Committee will be binding and conclusive upon all
persons, and the Claimant shall neither be required nor be permitted to pursue
further appeals to the Committee.

                  (f) Notification of Benefit Determination on Review. Notice of
the Committee's final benefit determination regarding an Adverse Benefit
Determination will be furnished in writing or electronically to the Claimant
after a full and fair review. Notice of an Adverse Benefit Determination upon
review will:

                  (1) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2) Provide specific reference to pertinent Plan provisions on
         which the Adverse Benefit Determination is based;

                  (3) State that the Claimant is entitled to receive, upon
         request and free of charge, reasonable access to, and copies of, all
         documents, records, and other information relevant to the Claimant's
         claim for benefits including (a) documents, records or other
         information relied upon for the benefit determination, (b) documents,
         records or other information submitted, considered or generated without
         regard to whether such documents, records or other information were
         relied upon in making the benefit determination, and (c) documents,
         records or other information that demonstrates compliance with the
         standard claims procedure; and

                  (4) Describe the Claimant's right to bring an action under
         section 502(a) of the Act.

The Committee shall notify a Claimant of its determination on review with
respect to the Adverse Benefit Determination of the Claimant within a reasonable
period of time but not later than sixty days after the receipt of the Claimant's
request for review unless the Committee determines that special circumstances
require an extension of time for processing the review of the Adverse Benefit
Determination. If the Committee determines that such extension of time is
required, written notice of the extension (which shall indicate the special
circumstances requiring the extension and the date by which the Committee
expects to render the determination on review) shall be furnished to the
Claimant prior to the termination of the initial sixty-day review period. In no
event shall such extension exceed a period of sixty days from the end of the
initial sixty-day review period. In the event such extension is due to the
Claimant's failure to submit necessary information, the period for making the
determination on a review will be tolled from the date on which the notification
of the extension is sent to the Claimant until the date on which the Claimant
responds to the request for additional information.

                  (g) Exhaustion of Administrative Remedies. Completion of the
claims procedures described in this Section will be a condition precedent to the
commencement of any legal or equitable action in connection with a claim for
benefits under the Plan by a Claimant or by any other person or entity claiming
rights individually or through a Claimant; provided,

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<Page>

however, that the Committee may, in its sole discretion, waive compliance with
such claims procedures as a condition precedent to any such action.

                  (h) Payment of Benefits. If the Benefits Administrator or
Committee determines that a Claimant is entitled to a benefit hereunder, payment
of such benefit will be made to such Claimant (or commence, as applicable) as
soon as administratively practicable after the date the Benefits Administrator
or Committee determines that such Claimant is entitled to such benefit or on any
other later date designated by and in the discretion of the Committee.

                  (i) Authorized Representatives. An authorized representative
may act on behalf of a Claimant in pursuing a benefit claim or an appeal of an
Adverse Benefit Determination. An individual or entity will only be determined
to be a Claimant's authorized representative for such purposes if the Claimant
has provided the Committee with a written statement identifying such individual
or entity as his authorized representative and describing the scope of the
authority of such authorized representative. In the event a Claimant identifies
an individual or entity as his authorized representative in writing to the
Committee but fails to describe the scope of the authority of such authorized
representative, the Committee shall assume that such authorized representative
has full powers to act with respect to all matters pertaining to the Claimant's
benefit claim under the Plan or appeal of an Adverse Benefit Determination with
respect to such benefit claim.

         13.11    QUIET PERIOD. Due to a change in the recordkeeper for the
Plan, it is necessary to impose a "Quiet Period" under the Plan during which
Members shall be temporarily unable to engage in certain transactions. Except
as hereinafter provided, the Quiet Period shall begin at 3:00 p.m. Central
time on November 30, 2001, and shall end on the date the new recordkeeper for
the Plan is able to begin receiving and processing Member instructions with
respect to the Plan. During the Quiet Period, the following terms and
conditions shall apply to the Plan notwithstanding any provision in the Plan
to the contrary:

                  (a) No distribution under Article X may be requested during
         the Quiet Period, and no distribution under Article X shall be
         processed during the Quiet Period unless such distribution was
         requested prior to the beginning of the Quiet Period.

                  (b) No in-service withdrawal under Article XI or any Appendix
         may be requested during the Quiet Period, and no in-service withdrawal
         under Article XI or any Appendix shall be processed during the Quiet
         Period unless such withdrawal was requested prior to the beginning of
         the Quiet Period.

                  (c) No loan under Article XII may be requested during the
         Quiet Period, and no loan under Article XII shall be processed during
         the Quiet Period unless such loan was requested prior to the beginning
         of the Quiet Period.

                  (d) No change by a Member in investment designation for future
         allocations nor change by a Member in investment designation with
         respect to existing allocations may be requested during the Quiet
         Period (which, for purposes of this Paragraph, shall begin at 3:00 p.m.
         Central time on December 20, 2001), and no such change shall be

                                      55

<Page>

         processed during the Quiet Period unless such change was requested
         prior to the beginning of the Quiet Period.

                  (e) No change or cancellation of a Member's deferral election
         under Section 3.1(b) or (c) may be requested during the Quiet Period
         (which, for purposes of this Paragraph, shall begin at 3:00 p.m.
         Central time on December 20, 2001), and no such change or cancellation
         shall be processed during the Quiet Period unless such change or
         cancellation was requested prior to the beginning of the Quiet Period.

                  (f) Prior to and during the Quiet Period, the Committee shall
         have the right, power, and authority to make rules and take all other
         actions as may be necessary or desirable to implement the transition to
         a new recordkeeper.















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                                      XIV.

                    TRUSTEE AND ADMINISTRATION OF TRUST FUND

         14.1     TRUST AGREEMENT. As a means of administering the assets of
the Plan, the Company has entered into a Trust Agreement. The administration
of the assets of the Plan and the duties, obligations, and responsibilities of
the Trustee shall be governed by the Trust Agreement. The Trust Agreement may
be amended from time to time as the Company and the Trustee deem advisable in
order to effectuate the purposes of the Plan. The Trust Agreement is
incorporated herein by reference and thereby made a part of the Plan.

         14.2     PAYMENT OF EXPENSES. All expenses incident to the
administration of the Plan and Trust, including but not limited to, legal,
accounting, Trustee fees, direct expenses of the Employer and the Committee in
the administration of the Plan, and the cost of furnishing any bond or
security required of the Committee shall be paid by the Trustee from the Trust
Fund, and, until paid, shall constitute a claim against the Trust Fund which
is paramount to the claims of Members and beneficiaries; provided, however,
that (a) the obligation of the Trustee to pay such expenses from the Trust
Fund shall cease to exist to the extent such expenses are paid by the Employer
and (b) in the event the Trustee's compensation is to be paid, pursuant to
this Section, from the Trust Fund, any individual serving as Trustee who
already receives full-time pay from an Employer or an association of Employers
whose employees are Members, or from an employee organization whose members
are Members, shall not receive any additional compensation for serving as
Trustee. This Section shall be deemed to be a part of any contract to provide
for expenses of Plan and Trust administration, whether or not the signatory to
such contract is, as a matter of convenience, the Employer.

         14.3     TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures, and any and all moneys, securities, and properties
of any kind at any time received or held by the Trustee shall be held for
investment purposes as a commingled Trust Fund. The Committee shall maintain
Accounts in the name of each Member, but the maintenance of an Account
designated as the Account of a Member shall not mean that such Member shall
have a greater or lesser interest than that due him by operation of the Plan
and shall not be considered as segregating any funds or property from any
other funds or property contained in the commingled fund. No Member shall have
any title to any specific asset in the Trust Fund.

         14.4     DISTRIBUTIONS FROM MEMBERS' ACCOUNTS. Distributions from a
Member's Accounts shall be made by the Trustee only if, when, and in the
amount and manner directed by the Committee. Any distribution made to a Member
or for his benefit shall be debited to such Member's Account or Accounts. All
distributions hereunder shall be made in cash except as otherwise specifically
provided herein.

         14.5     PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under
the Plan shall be paid or provided for solely from the Trust Fund, and neither
the Employer nor the Trustee assumes any liability or responsibility for the
adequacy thereof. The Committee or the Trustee may require execution and
delivery of such instruments as are deemed necessary to assure proper payment
of any benefits.

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<Page>

         14.6     NO BENEFITS TO THE EMPLOYER. No part of the corpus or income
of the Trust Fund shall be used for any purpose other than the exclusive
purpose of providing benefits for the Members and their beneficiaries and of
defraying reasonable expenses of administering the Plan and Trust. Anything to
the contrary herein notwithstanding, the Plan shall not be construed to vest
any rights in the Employer other than those specifically given hereunder.



























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                                       XV.

                              FIDUCIARY PROVISIONS

         15.1     ARTICLE CONTROLS. This Article shall control over any
contrary, inconsistent or ambiguous provisions contained in the Plan.

         15.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES. Each fiduciary with
respect to the Plan shall have only those specific powers, duties,
responsibilities and obligations as are specifically given him under the Plan.
The Directors shall have the sole authority to appoint and remove the Trustee.
Except as otherwise specifically provided herein and in the Trust Agreement,
the Committee shall have the sole responsibility for the administration of the
Plan, which responsibility is specifically described herein. Except as
otherwise specifically provided herein and in the Trust Agreement, the Trustee
shall have the sole responsibility for the administration, investment, and
management of the assets held under the Plan. It is intended under the Plan
that each fiduciary shall be responsible for the proper exercise of his own
powers, duties, responsibilities, and obligations hereunder and shall not be
responsible for any act or failure to act of another fiduciary except to the
extent provided by law or as specifically provided herein.

         15.3     FIDUCIARY DUTY. Each fiduciary under the Plan, including,
but not limited to, the Committee and the Trustee as "named fiduciaries,"
shall discharge his duties and responsibilities with respect to the Plan:

                  (a) Solely in the interest of the Members, for the exclusive
         purpose of providing benefits to Members and their beneficiaries and of
         defraying reasonable expenses of administering the Plan and Trust;

                  (b) With the care, skill, prudence, and diligence under the
         circumstances then prevailing that a prudent man acting in a like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of a like character and with like aims;

                  (c) By diversifying the investments of the Plan so as to
         minimize the risk of large losses, unless under the circumstances it is
         prudent not to do so; and

                  (d) In accordance with the documents and instruments governing
         the Plan insofar as such documents and instruments are consistent with
         applicable law.

No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited
transaction" as provided in section 4975 of the Code or section 406 of the Act.

         15.4     DELEGATION AND ALLOCATION OF FIDUCIARY DUTIES. The Committee
may appoint subcommittees, individuals, or any other agents as it deems
advisable and may delegate to any of such appointees any or all of the powers
and duties of the Committee. Such appointment and delegation must be in
writing, specifying the powers or duties being delegated, and must be accepted
in writing by the delegatee. Upon such appointment, delegation, and
acceptance, the delegating Committee members shall have no liability for the
acts or omissions of any such delegatee, as long as the delegating Committee
members do not violate any fiduciary responsibility in making or continuing
such delegation.

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<Page>

         15.5     INVESTMENT MANAGER. The Committee may, in its sole
discretion, appoint an "investment manager," with power to select any or all
of the Investment Funds available pursuant to Section 5.2 and/or with power to
manage, acquire, or dispose of any asset of the Plan and to direct the Trustee
in this regard, so long as:

                  (a) The investment manager is (1) registered as an investment
         adviser under the Investment Advisers Act of 1940, (2) not registered
         as an investment adviser under such act by reason of paragraph (1) of
         section 203A of such act, is registered as an investment adviser under
         the laws of the state (referred to in such paragraph (1)) in which it
         maintains its principal office and place of business, and, at the time
         it last filed the registration form most recently filed by it with such
         state in order to maintain its registration under the laws of such
         state, also filed a copy of such form with the Secretary of Labor, (3)
         a bank, as defined in the Investment Advisers Act of 1940, or (4) an
         insurance company qualified to do business under the laws of more than
         one state; and

                  (b) Such investment manager acknowledges in writing that he is
         a fiduciary with respect to the Plan.

Upon such appointment, the Committee shall not be liable for the acts of the
investment manager, as long as the Committee members do not violate any
fiduciary responsibility in making or continuing such appointment. The Trustee
shall follow the directions of such investment manager and shall not be liable
for the acts or omissions of such investment manager. The investment manager may
be removed by the Committee at any time and within its sole discretion.










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                                      XVI.

                                   AMENDMENTS

         16.1     RIGHT TO AMEND. Subject to Section 16.2 and any other
limitations contained in the Act or the Code, the Directors or the
Compensation Committee of the Company's Board of Directors may from time to
time amend, in whole or in part, any or all of the provisions of the Plan on
behalf of the Company and all Employers; provided, however, that (a) any
amendments to the Plan that do not have a significant cost impact on the
Employer may also be made by the Committee and (b) any amendments to the Plan
that do not have any cost impact on the Employer may also be made by the
Chairman of the Committee. Further, but not by way of limitation, the
Directors, the Compensation Committee of the Company's Board of Directors, the
Committee, or the Chairman of the Committee may make any amendment necessary
to acquire and maintain a qualified status for the Plan under the Code or to
maintain the Plan in compliance with applicable law, whether or not
retroactive.

         16.2     LIMITATION ON AMENDMENTS. No amendment of the Plan shall be
made that would vest in the Employer, directly or indirectly, any interest in
or control of the Trust Fund. No amendment shall be made that would vary the
Plan's exclusive purpose of providing benefits to Members and their
beneficiaries and of defraying reasonable expenses of administering the Plan
or that would permit the diversion of any part of the Trust Fund from that
exclusive purpose. No amendment shall be made that would reduce any then
nonforfeitable interest of a Member. No amendment shall increase the duties or
responsibilities of the Trustee unless the Trustee consents thereto in writing.
















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                                      XVII.

                  DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION,
                PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION

         17.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY
TERMINATE. The Employer has established the Plan with the bona fide intention
and expectation that from year to year it will be able to, and will deem it
advisable to, make its contributions as herein provided. However, the Directors
realize that circumstances not now foreseen, or circumstances beyond its
control, may make it either impossible or inadvisable for the Employer to
continue to make its contributions to the Plan. Therefore, the Directors shall
have the power to discontinue contributions to the Plan, terminate the Plan, or
partially terminate the Plan at any time hereafter. Each member of the
Committee and the Trustee shall be notified of such discontinuance,
termination, or partial termination.

         17.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS,
TERMINATION, OR PARTIAL TERMINATION.

                  (a) If the Plan is amended so as to permanently discontinue
         Employer Contributions, or if Employer Contributions are in fact
         permanently discontinued, the Vested Interest of each affected Member
         shall be 100%, effective as of the date of discontinuance. In case of
         such discontinuance, the Committee shall remain in existence and all
         other provisions of the Plan that are necessary, in the opinion of the
         Committee, for equitable operation of the Plan shall remain in force.

                  (b) If the Plan is terminated or partially terminated, the
         Vested Interest of each affected Member shall be 100%, effective as of
         the termination date or partial termination date, as applicable. Unless
         the Plan is otherwise amended prior to dissolution of the Company, the
         Plan shall terminate as of the date of dissolution of the Company.

                  (c) Upon discontinuance of contributions, termination, or
         partial termination, any previously unallocated contributions and
         forfeitures shall be allocated among the Accounts of the Members on
         such date of discontinuance, termination, or partial termination
         according to the provisions of Article IV. Thereafter, the net income
         (or net loss) shall continue to be allocated to the Accounts of the
         Members until the balances of the Accounts are distributed.

                  (d) In the case of a termination or partial termination of the
         Plan, and in the absence of a Plan amendment to the contrary, the
         Trustee shall pay the balance of the Accounts of a Member for whom the
         Plan is so terminated, or who is affected by such partial termination,
         to such Member, subject to the time of payment, form of payment, and
         consent provisions of Article X.

         17.3     MERGER, CONSOLIDATION, OR TRANSFER. This Plan and Trust Fund
may not merge or consolidate with, or transfer its assets or liabilities to,
any other plan, unless immediately thereafter each Member would, in the event
such other plan terminated, be entitled to a benefit


                                      62
<Page>


which is equal to or greater than the benefit to which he would have been
entitled if the Plan were terminated immediately before the merger,
consolidation, or transfer.






























                                      63
<Page>

                                     XVIII.

                             PARTICIPATING EMPLOYERS

         18.1     PARTICIPATION AND DESIGNATION OF OTHER EMPLOYERS.

                  (a) The Committee may designate any entity or organization
eligible by law to participate in the Plan and the Trust as an Employer by
written instrument delivered to the Secretary of the Company and the designated
Employer. Such written instrument shall specify the effective date of such
designated participation, may incorporate specific provisions relating to the
operation of the Plan which apply to the designated Employer only, and shall
become, as to such designated Employer and its Employees, a part of the Plan.

                  (b) Each designated Employer shall be conclusively presumed to
have consented to its designation or participation, as applicable, and to have
agreed to be bound by the terms of the Plan and any and all amendments thereto
upon its submission of information to the Committee required by the terms of or
with respect to the Plan or upon making a contribution to the Trust Fund
pursuant to the terms of the Plan; provided, however, that the terms of the Plan
may be modified so as to increase the obligations of an Employer only with the
consent of such Employer, which consent shall be conclusively presumed to have
been given by such Employer upon its submission of any information to the
Committee required by the terms of or with respect to the Plan or upon making a
contribution to the Trust Fund pursuant to the terms of the Plan following
notice of such modification.

                  (c) The provisions of the Plan and the Trust Agreement shall
apply separately and equally to each Employer and its Employees in the same
manner as is expressly provided for the Company and its Employees, except that
the power to appoint or otherwise affect the Committee or the Trustee and the
power to amend or terminate the Plan and the Trust Agreement shall be exercised
by the Directors alone (except as provided in Section 16.1) and, in the case of
Employers which are Controlled Entities, Employer Discretionary Contributions to
be allocated pursuant to Section 4.1(d) shall be allocated on an aggregate basis
among the Members employed by all Employers; provided, however, that each
Employer shall contribute to the Trust Fund its share of the total Employer
Discretionary Contribution for a Plan Year based on the Members in its employ
during such Plan Year.

                  (d) Transfer of employment among Employers shall not be
considered a termination of employment hereunder, and Service with one shall be
considered as Service with all others.

                  (e) Any Employer may, by appropriate action of its Board of
Directors or noncorporate counterpart that is communicated in writing to the
Secretary of the Company and to the Committee, terminate its participation in
the Plan and the Trust. Moreover, the Committee may, in its discretion,
terminate an Employer's Plan and Trust participation at any time by written
instrument delivered to the Secretary of the Company and the designated
Employer.


                                      64
<Page>


         18.2     SINGLE PLAN. For purposes of the Code and the Act, the Plan
as adopted by the Employers shall constitute a single plan rather than a
separate plan of each Employer. All assets in the Trust Fund shall be available
to pay benefits to all Members and their beneficiaries.






























                                      65
<Page>


                                      XIX.

                            MISCELLANEOUS PROVISIONS

         19.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of
the Plan shall not be deemed to be a contract between the Employer and any
person or to be consideration for the employment of any person. Nothing herein
contained shall be deemed to give any person the right to be retained in the
employ of the Employer or to restrict the right of the Employer to discharge
any person at any time nor shall the Plan be deemed to give the Employer the
right to require any person to remain in the employ of the Employer or to
restrict any person's right to terminate his employment at any time.

         19.2     ALIENATION OF INTEREST FORBIDDEN. Except as otherwise
provided with respect to "qualified domestic relations orders" and certain
judgments and settlements pursuant to section 206(d) of the Act and sections
401(a)(13) and 414(p) of the Code and except as otherwise provided under other
applicable law, no right or interest of any kind in any benefit shall be
transferable or assignable by any Member or any beneficiary or be subject to
anticipation, adjustment, alienation, encumbrance, garnishment, attachment,
execution, or levy of any kind. Plan provisions to the contrary
notwithstanding, the Committee shall comply with the terms and provisions of
any "qualified domestic relations order," including an order that requires
distributions to an alternate payee prior to a Member's "earliest retirement
age" as such term is defined in section 206(d)(3)(E)(ii) of the Act and section
414(p)(4)(B) of the Code, and shall establish appropriate procedures to effect
the same.

         19.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT
REQUIREMENTS. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.

         19.4     PAYMENTS TO MINORS AND INCOMPETENTS. If a Member or
beneficiary entitled to receive a benefit under the Plan is a minor or is
determined by the Committee in its discretion to be incompetent or is adjudged
by a court of competent jurisdiction to be legally incapable of giving valid
receipt and discharge for a benefit provided under the Plan, the Committee may
pay such benefit to the duly appointed guardian or conservator of such Member
or beneficiary for the account of such Member or beneficiary. If no guardian or
conservator has been appointed for such Member or beneficiary, the Committee
may pay such benefit to any third party who is determined by the Committee, in
its sole discretion, to be authorized to receive such benefit for the account
of such Member or beneficiary. Such payment shall operate as a full discharge
of all liabilities and obligations of the Committee, the Trustee, the Employer,
and any fiduciary of the Plan with respect to such benefit.

         19.5     ACQUISITION AND HOLDING OF COMPANY STOCK. The Plan is
specifically authorized to acquire and hold up to 100% of its assets in Company
Stock so long as Company Stock is a "qualifying employer security," as such
term is defined in Section 407(d)(5) of the Act.


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         19.6     POWER OF ATTORNEY DESIGNATIONS. In accordance with the
procedures established by the Committee, a Member may grant any individual a
"Power of Attorney" to exercise, on behalf of such Member, any investment
designation or conversion rights available to such Member under the Plan with
respect to such Member's Accounts.

         19.7     MEMBER'S AND BENEFICIARY'S ADDRESS. It shall be the
affirmative duty of each Member to inform the Committee of, and to keep on file
with the Committee, his current mailing address and the current mailing address
of his designated beneficiary. If a Member fails to keep the Committee informed
of his current mailing address and the current mailing address of his
designated beneficiary, neither the Committee, the Trustee, the Employer, nor
any fiduciary under the Plan shall be responsible for any late or lost payment
of a benefit or for failure of any notice to be provided timely under the terms
of the Plan.

         19.8     INCORRECT INFORMATION, FRAUD, CONCEALMENT, OR ERROR. Any
contrary provisions of the Plan notwithstanding, if, because of a human or
systems error, or because of incorrect information provided by or correct
information failed to be provided by, fraud, misrepresentation, or concealment
of any relevant fact (as determined by the Committee) by any person the Plan
enrolls any individual, pays benefits under the Plan, incurs a liability or
makes any overpayment or erroneous payment, the Plan shall be entitled to
recover from such person the benefit paid or the liability incurred, together
with all expenses incidental to or necessary for such recovery.

         19.9     SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.

         19.10    JURISDICTION. The situs of the Plan is Texas. All provisions
of the Plan shall be construed in accordance with the laws of Texas except to
the extent preempted by federal law.









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                                      XX.

                                TOP-HEAVY STATUS

         20.1     ARTICLE CONTROLS. Any Plan provisions to the contrary
notwithstanding, the provisions of this Article shall control to the extent
required to cause the Plan to comply with the requirements imposed under
section 416 of the Code.

         20.2     DEFINITIONS. For purposes of this Article, the following
terms and phrases shall have these respective meanings:

                  (a) ACCOUNT BALANCE: As of any Valuation Date, the aggregate
         amount credited to an individual's account or accounts under a
         qualified defined contribution plan maintained by the Employer or a
         Controlled Entity (excluding employee contributions that were
         deductible within the meaning of section 219 of the Code and rollover
         or transfer contributions made after December 31, 1983, by or on behalf
         of such individual to such plan from another qualified plan sponsored
         by an entity other than the Employer or a Controlled Entity), increased
         by (1) the aggregate distributions made to such individual from such
         plan (including a terminated plan which, had it not been terminated,
         would have been aggregated with the Plan under section 416(g)(2)(A)(i)
         of the Code) during a one-year period (or, in the case of a
         distribution made for a reason other than separation from service,
         death or disability, a five-year period) ending on the Determination
         Date and (2) the amount of any contributions due as of the
         Determination Date immediately following such Valuation Date.

                  (b) ACCRUED BENEFIT: As of any Valuation Date, the present
         value (computed on the basis of the Assumptions) of the cumulative
         accrued benefit (excluding the portion thereof that is attributable to
         employee contributions that were deductible pursuant to section 219 of
         the Code, to rollover or transfer contributions made after December 31,
         1983, by or on behalf of such individual to such plan from another
         qualified plan sponsored by an entity other than the Employer or a
         Controlled Entity, to proportional subsidies or to ancillary benefits)
         of an individual under a qualified defined benefit plan maintained by
         the Employer or a Controlled Entity increased by (1) the aggregate
         distributions made to such individual from such plan (including a
         terminated plan which, had it not been terminated, would have been
         aggregated with the Plan under section 416(g)(2)(A)(i) of the Code)
         during a one-year period (or, in the case of a distribution made for a
         reason other than separation from service, death or disability, a
         five-year period) ending on the Determination Date and (2) the
         estimated benefit accrued by such individual between such Valuation
         Date and the Determination Date immediately following such Valuation
         Date. Solely for the purpose of determining top-heavy status, the
         Accrued Benefit of an individual shall be determined under (1) the
         method, if any, that uniformly applies for accrual purposes under all
         qualified defined benefit plans maintained by the Employer and the
         Controlled Entities or (2) if there is no such method, as if such
         benefit accrued not more rapidly than under the slowest accrual rate
         permitted under section 411(b)(1)(C) of the Code.


                                      68
<Page>


                  (c) AGGREGATION GROUP: The group of qualified plans maintained
         by the Employer and each Controlled Entity consisting of (1) each plan
         in which a Key Employee participates and each other plan that enables a
         plan in which a Key Employee participates to meet the requirements of
         section 401(a)(4) or 410 of the Code or (2) each plan in which a Key
         Employee participates, each other plan that enables a plan in which a
         Key Employee participates to meet the requirements of section 401(a)(4)
         or 410 of the Code and any other plan that the Employer elects to
         include as a part of such group; provided, however, that the Employer
         may elect to include a plan in such group only if the group will
         continue to meet the requirements of sections 401(a)(4) and 410 of the
         Code with such plan being taken into account.

                  (d) ASSUMPTIONS: The interest rate and mortality assumptions
         specified for top-heavy status determination purposes in any defined
         benefit plan included in the Aggregation Group which includes the Plan.

                  (e) DETERMINATION DATE: For the first Plan Year of any plan,
         the last day of such Plan Year and for each subsequent Plan Year of
         such plan, the last day of the preceding Plan Year.

                  (f) KEY EMPLOYEE: A "key employee" as defined in
         section 416(i) of the Code and the Treasury regulations thereunder.

                  (g) PLAN YEAR: With respect to any plan, the annual
         accounting period used by such plan for annual reporting purposes.

                  (h) REMUNERATION: 415 Compensation as defined in Section 4.4.

                  (i) VALUATION DATE: With respect to any Plan Year of any
         defined contribution plan, the most recent date within the twelve-month
         period ending on a Determination Date as of which the trust fund
         established under such plan was valued and the net income (or loss)
         thereof allocated to Members' accounts. With respect to any Plan Year
         of any defined benefit plan, the most recent date within a twelve-month
         period ending on a Determination Date as of which the plan assets were
         valued for purposes of computing plan costs for purposes of the
         requirements imposed under section 412 of the Code.

         20.3     TOP-HEAVY STATUS.

                  (a) The Plan shall be deemed to be top-heavy for a Plan Year
if, as of the Determination Date for such Plan Year, (1) the sum of Account
Balances of Members who are Key Employees exceeds 60% of the sum of Account
Balances of all Members unless an Aggregation Group including the Plan is not
top-heavy or (2) an Aggregation Group including the Plan is top-heavy. An
Aggregation Group shall be deemed to be top-heavy as of a Determination Date if
the sum (computed in accordance with section 416(g)(2)(B) of the Code and the
Treasury regulations promulgated thereunder) of (1) the Account Balances of Key
Employees under all defined contribution plans included in the Aggregation Group
and (2) the Accrued Benefits of Key Employees under all defined benefit plans
included in the Aggregation Group exceeds 60% of the sum of the Account Balances
and the Accrued Benefits of all


                                      69
<Page>


individuals under such plans. Notwithstanding the foregoing, the Account
Balances and Accrued Benefits of individuals who are not Key Employees in any
Plan Year but who were Key Employees in any prior Plan Year shall not be
considered in determining the top-heavy status of the Plan for such Plan Year.
Further, notwithstanding the foregoing, the Account Balances and Accrued
Benefits of individuals who have not performed services for the Employer or any
Controlled Entity at any time during the one-year period ending on the
applicable Determination Date shall not be considered.

                  (b) If the Plan is determined to be top-heavy for a Plan Year,
the Employer shall contribute to the Plan for such Plan Year on behalf of each
Member who is not a Key Employee and who has not terminated his employment as of
the last day of such Plan Year an amount equal to:

                  (1) The lesser of (A) 3% of such Member's Remuneration for
         such Plan Year or (B) a percent of such Member's Remuneration for such
         Plan Year equal to the greatest percent determined by dividing for each
         Key Employee the amounts allocated to such Key Employee's Before-Tax
         Account and Employer Contribution Account for such Plan Year by such
         Key Employee's Remuneration; reduced by

                  (2) The amount of Employer Matching Contributions and
         Employer Discretionary Contributions allocated to such Member's
         Accounts for such Plan Year.

                  (c) The minimum contribution required to be made for a Plan
Year pursuant to this Section for a Member employed on the last day of such Plan
Year shall be made regardless of whether such Member is otherwise ineligible to
receive an allocation of the Employer's contributions for such Plan Year. The
minimum contribution required to be made pursuant to this Section shall also be
made for an Eligible Employee who is not a Key Employee and who is excluded from
participation in the Plan solely because of failing to make Before-Tax
Contributions.

                  (d) Notwithstanding the foregoing, no contribution shall be
made pursuant to this Section for a Plan Year with respect to a Member who is a
participant in another defined contribution plan sponsored by the Employer or a
Controlled Entity if such Member receives under such other defined contribution
plan (for the plan year of such plan ending with or within the Plan Year of the
Plan) a contribution which is equal to or greater than the minimum contribution
required by section 416(c)(2) of the Code.

                  (e) Notwithstanding the foregoing, no contribution shall be
made pursuant to this Section for a Plan Year with respect to a Member who is a
participant in a defined benefit plan sponsored by the Employer or a Controlled
Entity if such Member accrues under such defined benefit plan (for the plan year
of such plan ending with or within the Plan Year of this Plan) a benefit that is
at least equal to the benefit described in section 416(c)(1) of the Code. If the
preceding sentence is not applicable, the requirements of this Paragraph shall
be met by providing a minimum benefit under such defined benefit plan which,
when considered with the benefit provided under the Plan as an offset, is at
least equal to the benefit described in section 416(c)(1) of the Code.


                                      70
<Page>


         20.4     TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed
to be top-heavy for one or more Plan Years and thereafter ceases to be
top-heavy, the provisions of this Article shall cease to apply to the Plan
effective as of the Determination Date on which it is determined no longer to
be top-heavy.

         20.5     EFFECT OF ARTICLE. Notwithstanding anything contained herein
to the contrary, the provisions of this Article shall automatically become
inoperative and of no effect to the extent not required by the Code or the Act.

         EXECUTED this 28th day of December, 2001.

                             DYNEGY INC.

                             By: /s/ Jane D. Jones
                                 ----------------------------------------------
                                 Name:  Jane D. Jones
                                       ----------------------------------------
                                 Title: Vice President - Rewards and Technology
                                       ----------------------------------------























                                      71
<Page>


                         DYNEGY INC. 401(k) SAVINGS PLAN

                                   APPENDIX A

                        WITHDRAWALS FROM TRIDENT ACCOUNTS

                  (a) A Member who has attained age fifty-nine and one-half
and who has made all available withdrawals pursuant to Section 11.1(a) of the
Plan may withdraw from his Trident Before-Tax Account an amount not exceeding
the then value of such Account.

                  (b) A Member who is an Employee and who has made all
available withdrawals under Section 11.1(a) of the Plan and Paragraph (a) above
may withdraw from his Trident Matching Account any or all amounts held in such
Account that have been so held for twenty-four months or more. A Member (other
than a Member who has attained age 59 1/2 at the time the withdrawal is
requested and who withdraws the entire balance of his Trident Before-Tax Account
and his Trident Matching Account) who makes a withdrawal under this Paragraph
may not make Before-Tax Contributions to the Plan for a period of six months
following the date of such withdrawal.

                  (c) Not more than one withdrawal pursuant to the
provisions of this Appendix A shall be made in any twelve month period;
provided, however, that withdrawals may be made under Paragraphs (a) and (b)
above, in accordance with the ordering rules therein, simultaneously.

                  (d) Except as provided in Paragraphs (a) and (c) above,
all withdrawals pursuant to the provisions of this Appendix A shall be subject
to the restrictions provided in Section 11.2 of the Plan.











                                     A-1
<Page>



                         DYNEGY INC. 401(k) SAVINGS PLAN

                                   APPENDIX B

                        WITHDRAWALS FROM DESTEC ACCOUNTS

                  (a) A Member who has attained age fifty-nine and one-half
may withdraw from his Destec Before-Tax Account an amount not exceeding the then
value of such Account. A withdrawal by a Member pursuant to the provisions of
this Paragraph may not be for an amount equal to the lesser of (1) the then
value of such Account or (2) $1,000.00.

                  (b) A Member who terminated employment with the Employer
after attaining age fifty, the occurrence of whose Benefit Commencement Date is
not prohibited by Section 10.1(e) of the Plan, may withdraw from his Destec
Accounts an amount not exceeding the then value of such Accounts. An eligible
Member may make no more than one withdrawal pursuant to the provisions of this
Paragraph in any Plan Year.

                  (c) Except as provided in Paragraph (b) above, all
withdrawals pursuant to the provisions of this Appendix B shall be subject to
the restrictions provided in Section 11.2 of the Plan.

















                                     B-1
<Page>


                         DYNEGY INC. 401(k) SAVINGS PLAN

                                   APPENDIX C

                         AMENDMENT TO ARTICLES IX AND X

         Effective as of May 1, 2002, Articles IX and X set forth in the main
text of the Plan shall be deleted, and the following Articles IX and X shall be
substituted therefor:

                                       IX.

                                 DEATH BENEFITS

         9.1      DEATH BENEFITS. Upon the death of a Member while an Employee,
the Member's designated beneficiary shall be entitled to a death benefit,
payable at the time and in the form provided in Article X, equal to the value
of the Member's Accounts on his Benefit Commencement Date. Any contribution
allocable to a Member's Accounts after his Benefit Commencement Date shall be
distributed as soon as administratively feasible after the date that such
contribution is paid to the Trust Fund.

         9.2      DESIGNATION OF BENEFICIARIES.

         (a)      Each Member shall have the right to designate the beneficiary
or beneficiaries to receive payment of his benefit in the event of his death.
Each such designation shall be made by executing the beneficiary designation
form prescribed by the Committee and filing such form with the Committee. Any
such designation may be changed at any time by such Member by execution and
filing of a new designation in accordance with this Section. Notwithstanding
the foregoing, if a Member who is married on the date of his death has
designated an individual or entity other than his surviving spouse as his
beneficiary, such designation shall not be effective unless (1) such surviving
spouse has consented thereto in writing and such consent (A) acknowledges the
effect of such specific designation, (B) either consents to the specific
designated beneficiary (which designation may not subsequently be changed by
the Member without spousal consent) or expressly permits such designation by
the Member without the requirement of further consent by such spouse, and (C)
is witnessed by a Plan representative (other than the Member) or a notary
public or (2) the consent of such spouse cannot be obtained because such spouse
cannot be located or because of other circumstances described by applicable
Treasury regulations. Any such consent by such surviving spouse shall be
irrevocable.

         (b)      If no beneficiary designation is on file with the Committee
at the time of the death of the Member or if such designation is not effective
for any reason as determined by the Committee, the designated beneficiary or
beneficiaries to receive such death benefit shall be as follows:

                  (1) If a Member leaves a surviving spouse, his designated
         beneficiary shall be such surviving spouse; and


                                     C-1
<Page>


                  (2) If a Member leaves no surviving spouse, his designated
         beneficiary shall be (A) such Member's executor or administrator or (B)
         his heirs at law if there is no administration of such Member's estate.

         (c)      Notwithstanding the preceding provisions of this Section and
to the extent not prohibited by state or federal law, if a Member is divorced
from his spouse and at the time of his death is not remarried to the person
from whom he was divorced, any designation of such divorced spouse as his
beneficiary under the Plan filed prior to the divorce shall be null and void
unless the contrary is expressly stated in writing filed with the Committee by
the Member. The interest of such divorced spouse failing hereunder shall vest
in the persons specified in Paragraph (b) above as if such divorced spouse did
not survive the Member.

                                       X.

                      TIME AND FORM OF PAYMENT OF BENEFITS

         10.1     DETERMINATION OF BENEFIT COMMENCEMENT DATE.

         (a)      A Member's Benefit Commencement Date shall be the date that
is as soon as administratively feasible after the date the Member or his
beneficiary becomes entitled to a benefit pursuant to Article VI, VII, VIII, or
IX unless the Member has been reemployed by the Employer or a Controlled Entity
before such potential Benefit Commencement Date.

         (b)      Unless (1) the Member has attained age sixty-five or died,
(2) the Member consents to a distribution pursuant to Paragraph (a) within the
ninety-day period ending on the date payment of his benefit hereunder is to
commence pursuant to Paragraph (a), or (3) the Member's Vested Interest in his
Accounts is not in excess of $5,000, the Member's Benefit Commencement Date
shall be deferred to the date which is as soon as administratively feasible
after the earlier of the date the Member attains age sixty-five or the Member's
date of death, or such earlier date as the Member may elect by written notice
to the Committee prior to such date. No less than thirty days (unless such
thirty-day period is waived by an affirmative election in accordance with
applicable Treasury regulations) and no more than ninety days before his
Benefit Commencement Date, the Committee shall inform the Member of his right
to defer his Benefit Commencement Date and shall describe the Member's Direct
Rollover election rights pursuant to Section 10.3 below.

         (c)      A Member's Benefit Commencement Date shall in no event be
later than the sixtieth day following the close of the Plan Year during which
such Member attains, or would have attained, his Normal Retirement Date or, if
later, terminates his employment with the Employer and all Controlled Entities.

         (d)      A Member's Benefit Commencement Date shall be in compliance
with the provisions of section 401(a)(9) of the Code and applicable Treasury
regulations thereunder and shall in no event be later than:

                  (1) For Members attaining age seventy and one-half before
         January 1, 1999 April 1 of the calendar year following the calendar
         year in which such Member attains the age of seventy and one-half;


                                     C-2
<Page>


                  (2) For Members attaining age seventy and one-half after
         December 31, 1998, April 1 of the calendar year following the later of
         (A) the calendar year in which such Member attains the age of seventy
         and one-half or (B) the calendar year in which such Member terminates
         his employment with the Employer and all Controlled Entities (provided,
         however, that clause (B) of this sentence shall not apply in the case
         of a Member who is a "five-percent owner" (as defined in section 416 of
         the Code) with respect to the Plan Year ending in the calendar year in
         which such Member attains the age of seventy and one-half); and

                  (3) In the case of a benefit payable pursuant to Article IX,
         (A) if payable to other than the Member's spouse, December 31 of the
         calendar year that contains the fifth anniversary of the Member's date
         of death or (B) if payable to the Member's spouse, the later of (i)
         December 31 of the calendar year that contains the fifth anniversary of
         the Member's date of death or (ii) December 31 of the calendar year in
         which such Member would have attained the age of seventy and one-half,
         unless such surviving spouse dies before the payment is made, in which
         case the Benefit Commencement Date may not be deferred beyond December
         31 of the calendar year following the calendar year in which such
         surviving spouse dies.

The provisions of this Section notwithstanding, a Member may not elect to defer
the receipt of his benefit hereunder to the extent that such deferral creates a
death benefit that is more than incidental within the meaning of section
401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.
Further, a Member (other than a Member who is a "five-percent owner" (as defined
in section 416 of the Code) with respect to the Plan Year ending in the calendar
year in which such Member attains the age of seventy and one-half) who attains
age seventy and one-half in calendar years 1996, 1997, or 1998, may elect to
defer his Benefit Commencement Date until no later than April 1 of the calendar
year following the later of (A) the calendar year in which such Member attains
the age of seventy and one-half or (B) the calendar year in which such Member
terminates his employment with the Employer and all Controlled Entities,
provided, that such election is made by the later of the end of the calendar
year in which such Member attains age seventy and one-half or December 31, 1997.
With respect to distributions under the Plan made for calendar years beginning
on or after January 1, 2001, the Plan will apply the minimum distribution
requirements of section 401(a)(9) of the Code in accordance with the regulations
under section 401(a)(9) of the Code that were proposed on January 17, 2001,
notwithstanding any provisions of the Plan to the contrary. The provisions of
the preceding sentence shall continue in effect until the end of the last
calendar year beginning before the effective date of final regulations under
section 401(a)(9) of the Code or such other date as may be specified in guidance
published by the Internal Revenue Service.

         (e)      Subject to the provisions of Paragraph (d), a Member's
Benefit Commencement Date shall not occur unless the Article VI, VII, VIII, or
IX event entitling the Member (or his beneficiary) to a benefit constitutes a
distributable event described in section 401(k)(2)(B) of the Code and shall not
occur while the Member is employed by the Employer or any Controlled Entity
(irrespective of whether the Member has become entitled to a distribution of
his benefit pursuant to Article VI, VII, VIII, or IX).


                                     C-3
<Page>


         (f)      Paragraphs (a), (b), and (c) above notwithstanding, but
subject to the provisions of Paragraph (d) above, a Member and the beneficiary
of a Member who dies prior to his Benefit Commencement Date, other than a
Member whose Vested Interest in his Accounts is not in excess of $5,000, must
file a claim for benefits in the manner prescribed by the Committee before
payment of his benefit will be made.

         (g)      Notwithstanding the provisions of the Plan regarding
availability of distributions from the Plan upon "termination of employment," a
Member's Accounts shall be distributed on account of the Member's "severance
from employment" as such term is used in section 401(k)(2)(B)(i)(I) of the
Code. Distributions permitted under the Plan upon a Member's "severance from
employment" pursuant to the preceding sentence shall apply for distributions on
or after the Effective Date regardless of when the severance from employment
occurred.

         (h)      For purposes of this Section, in determining whether a
Member's Vested Interest in his Accounts is not in excess of $5,000, the value
of the Member's Vested Interest in his Accounts shall be determined without
regard to that portion of his Accounts which is attributable to Rollover
Contributions (and earnings allocable thereto) within the meaning of sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code. If
the value of a Member's Vested Interest in his Accounts as so determined is
$5,000 or less, then the Member's entire nonforfeitable account balance
(including amounts attributable to such Rollover Contributions) shall be
immediately distributed in a single lump sum payment.

         10.2     FORM OF PAYMENT AND PAYEE.

         (a)      Subject to the provisions of Paragraph (b) below, a Member's
benefit shall be provided from the balance of such Member's Accounts under the
Plan and shall be paid in cash in one lump sum on the Member's Benefit
Commencement Date. Except as provided in Section 19.4, the Member's benefit
shall be paid to the Member unless the Member has died prior to his Benefit
Commencement Date, in which case the Member's benefit shall be paid to his
beneficiary designated in accordance with the provisions of Section 9.2.

         (b)      Benefits shall be paid (or transferred pursuant to Section
10.3) in cash except that a Member (or his designated beneficiary or legal
representative in the case of a deceased Member) may elect to have the portion
of his Accounts invested in Company Stock paid (or transferred pursuant to
Section 10.3) in full shares of Company Stock with any balance (including
fractional shares of Company Stock) to be paid or transferred in cash.
Conversions of Company Stock to cash and cash to Company Stock shall be based
upon the value of Company Stock on the Member's Benefit Commencement Date.

         10.3     DIRECT ROLLOVER ELECTION. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this Section, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have all or any portion of an Eligible Rollover
Distribution (other than any portion attributable to the offset of an
outstanding loan balance of such Member pursuant to the Plan's loan procedure)
paid directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover. The preceding sentence notwithstanding, a Distributee may
elect a Direct Rollover pursuant to this Section only if such Distributee's
Eligible Rollover Distributions during the Plan Year are reasonably expected to


                                     C-4
<Page>


total $200 or more. Furthermore, if less than 100% of the Member's Eligible
Rollover Distribution is to be a Direct Rollover, the amount of the Direct
Rollover must be $500 or more. Prior to any Direct Rollover pursuant to this
Section, the Committee may require the Distributee to furnish the Committee
with a statement from the plan, account, or annuity to which the benefit is to
be transferred verifying that such plan, account, or annuity is, or is intended
to be, an Eligible Retirement Plan.

         10.4     UNCLAIMED BENEFITS. In the case of a benefit payable on
behalf of a Member, if the Committee is unable to locate the Member or
beneficiary to whom such benefit is payable, upon the Committee's determination
thereof, such benefit shall be forfeited. The timing of such forfeiture shall
comply with the time of payment rules described in Section 10.1.
Notwithstanding the foregoing, if subsequent to any such forfeiture the Member
or beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be restored to the Plan in the manner
provided in Section 8.7.
























                                     C-5
<Page>


         EXECUTED this 28th day of December, 2001.



                                  DYNEGY INC.


                                  By:    /s/ Jane D. Jones
                                         ---------------------------------------
                                  Name:  Jane D. Jones
                                         ---------------------------------------
                                  Title: Vice President - Rewards and Technology
                                         ---------------------------------------

























                                     C-6