Exhibit 10.75
 FIFTH AMENDMENT TO
DYNEGY INC.
COMPREHENSIVE WELFARE BENEFITS PLAN
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,




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ARTICLE XIV
RESTRICTIONS REGARDING
PROTECTED HEALTH INFORMATION
 14.1 Purpose of Article.
 14.2 Definitions.
 (A)
    
    Act: The Health Insurance Portability and Accountability Act
of 1996.(B)
    
    Benefit Plans Committee: The Dynegy Inc. Benefit Plans Committee.(C)
    
    Business Associate: individual or entity, other than an
employee of the Employer, that provides services to the Plan, such as a third
party administrator, COBRA vendor or utilization review organization.(D)
    
    Contact Person: The person appointed to serve as contact
person pursuant to Section 14.8 and Article III of the Manual for purposes of
complaints.(E)
    
    Health Component: Any of the health components of the
Plan designated as such by the Benefit Plans Committee consisting of: the Dynegy
Inc. Group Medical Plan; the Dynegy Inc. Employee Assistance Plan; the Dynegy
Inc. Health Care Spending Account Program; the Dynegy Inc. Health Care Spending
Account Program for Employees Covered Under a Collective Bargaining Agreement;
the medical benefits program of Medical and Group Term Life Insurance Plan for
Retirees and Surviving Spouses; and any health maintenance organization offered
as a benefit alternative under the Plan.(F)
    
    Manual: The Dynegy Inc. Comprehensive Welfare Benefits Plan
Protected Health Information Policies and Procedures.
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(G)
    
    Non-Health Components: Components of the Plan other than the Health
Components.(H)
    
    PHI: Individually identifiable health information which is
protected pursuant to the Act and the Regulations.(H)
    
    Privacy Officer: The individual or entity appointed to serve
as the Plans Privacy Officer pursuant to Section 14.7 and Article III of the
Manual.(I)
    
    Regulations: The regulations promulgated pursuant to the Act
at 45 C.F.R. Parts 160 and 164, Subpart E and, effective as of April 20, 2005,
Subpart C.(J)
    
    Security Officer: Effective as of April 20, 2005, the
individual or entity appointed to serve as the Plans Security Officer pursuant to
Section 14.10.(K)
    
    SHI: Information that summarizes the claims history, claims
expense or type of claims experienced by covered persons under the Plan as such
term is described in Section 164.504 of the Regulations.
 14.3 Provision of Information to the Employer Pursuant to Authorization.
 14.4 Provision of Summary Health Information to Employer.
 (A)
    
    For the purpose of enabling the Employer to obtain premium bids
from health insurers for providing health insurance coverage under the Health
Component;(B)
    
    For purposes of determining whether and, if so, how to modify or
amend the Health Component; or(C)
    
    For purposes of determining whether and, if so, how to terminate
the Health Component, in whole or in part.
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14.5 General Provision of Health Information to Employer.
 (A)
    
    The Employer will not use or further disclose the information other
than as permitted or required by the Plan documents or as required by law or the
Regulations as set forth in the Manual;(B)
    
    The Employer will ensure that any agents, including a subcontractor, to whom it
provides PHI received from a Health Component agree to the same restriction and conditions that apply to the Employer with respect to such information;(C)
    
    The Employer will not use or disclose the information for employment-related
actions and decisions or in connection with any other benefit or employee benefit plan
of the Employer;(D)
    
    The Employer will report to the Plan any use or disclosure of the information that
is inconsistent with the uses or disclosures provided for of which it becomes aware;(E)
    
    The Employer will make PHI available to Participants in accordance with Section
164.524 of the Regulations as set forth in the Manual;(F)
    
    The Employer will provide Participants with the right to amend their PHI and will
incorporate any amendments to PHI in accordance with Section 164.526 of the Regulations
as set forth in the Manual;(G)
    
    The Employer will provide to Participants an accounting of disclosures of their
PHI for reasons other than treatment, payment or health care operations or
pursuant to an authorization in accordance with Section 164.528 of the Regulations as
set forth in the Manual;
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(H)
    
    The Employer will make its internal practices, books and records relating to the
use and disclosure of PHI received from a Health Component available to the Secretary
of Health and Human Services for purposes of determining compliance by the Health
Component with the Regulations;(I)
    
    If feasible, the Employer will return or destroy all PHI received from a Health
Component that the Employer still maintains in any form and retain no copies of such
information when no longer needed for the purpose for which disclosure was made or if
such return or destruction is not feasible, the Employer will limit further uses and
disclosures to those purposes that make the return or destruction of the information
infeasible;(J)
    
    The Employer will ensure the adequate separation required pursuant to Section 14.6
below;(K)
    
    Effective as of April 20, 2005, the Employer will implement administrative,
physical, and technical safeguards that reasonably and appropriately protect the
confidentiality, integrity, and availability of the electronic PHI that it creates,
receives, maintains or transmits on behalf of the Plan (except with respect to
enrollment and disenrollment information, SHI and PHI disclosed pursuant to an
authorization under Section 164.508 of the Regulations) and shall ensure that any
agents (including subcontractors) to whom it provides such electronic PHI agree to
implement reasonable and appropriate security measures to protect such information; and(L)
    
    Effective as of April 20, 2005, the Employer will report to the Plan any security
incident of which it becomes aware.
 14.6 Adequate Separation.
 (A)
    
    The only employees, classes of employees or other persons under the control of
the Employer to be given access to PHI disclosed to the Employer or who receive PHI
relating to treatment, payment under, health care operations of, or other matters
pertaining to a Health Component in the ordinary course of business are those identified in new Appendix C to the
Plan, a copy of which is attached hereto. Appendix C to the Plan may be revised and updated at
the direction of the Privacy Officer. Effective as of April 20, 2005, the Employer will ensure
that the provisions of this Section 14.5 are supported by reasonable and appropriate security
measures to the extent that the designees have access to electronic PHI.
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(B)
    
    The access to and use by the Employer and the other individuals and entities
described in item (A) above is restricted to (i) the Plan sponsor functions with respect
to which the Firm is entitled to receive SHI pursuant to Section 14.4 above, (ii) uses
and disclosures described in an authorization by a Plan Participant, (iii) uses and
disclosures that are described to Plan Participants in the Plans notice of privacy
practices and (iv) the Health Component administration functions that the Employer
performs in connection with the operation and administration of the Health Component
consisting of:
  (1)
    
    conducting quality assessment and improvement activities
(provided that the obtaining of generalizable knowledge is not the primary
purpose of any studies resulting from such activities) and related
functions that do not include medical treatment;(2)
    
    evaluating health plan performance;(3)
    
    underwriting, premium rating, and other activities relating
to the creation, renewal or replacement of a contract of health insurance
or health benefits, and ceding, securing, or placing a contract for reinsurance
of risk relating to claims for health care (including stop-loss insurance
and excess of loss insurance), provided that the
requirements of Section 164.514 of the Regulations are met, if applicable;
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(4)
    
    conducting or arranging for medical review, legal services, and
auditing functions, including fraud and abuse detection and compliance
programs;(5)
    
    business planning and development, such as conducting
cost-management and planning-related analyses related to managing and operating
the Health Component, including development or improvement of methods of payment
or coverage policies; and(6)
    
    business management and general administrative activities of
the Health Component, including, but not limited to management activities
relating to implementation of and compliance with the requirements of the Act and
the Regulations; Health Component participant service activities, including the
provision of data analyses, provided that protected health information is not
disclosed unless such disclosure is permissible under the Act and the
Regulations; resolution of internal grievances; consistent with the applicable
requirements of Section 164.514 of the Regulations, creation of deidentified
health information.
  (1)
    
    determinations of eligibility or coverage (including coordination
of benefits or the determination of cost sharing amounts), and adjudication or
subrogation of health benefit claims;
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(2)
    
    risk adjusting amounts due based on enrollee health status and demographic
characteristics;(3)
    
    billing, claims management, collection activities, obtaining
payment under a contract for reinsurance (including stop-loss insurance and
excess of loss insurance), and related health care data processing;(4)
    
    review of health care services with respect to medical necessity,
coverage under the Health Component, appropriateness of care, or
justification of charges;(5)
    
    utilization review activities, including precertification and
preauthorization of services, concurrent and retrospective review of services;
and(6)
    
    disclosure to consumer reporting agencies of any of
the following protected health information relating to collection of
premiums or reimbursement; name and address; date of birth;
social security number; payment history; account number; and name and address of
the health care provider and/or the Health Component.
 (C)
    
    In the event that any person described in item (A) of this section fails to
comply with any of the requirements of this section or of section 14.5 above, the
noncompliance shall be reported to the Plans Privacy Officer in a report describing the
name of the noncompliant person and a summary of the details regarding such persons
noncompliance. Upon receipt of such report, the Plans Privacy Officer shall solicit a
response from the person who has been reported as noncompliant giving such person the
opportunity to contest the charge of noncompliance or to offer justification or other
reasons why sanctions should not be imposed with respect to the noncompliance. The
Plans Privacy Officer shall, after considering all details and facts and circumstances
relating to an alleged act of noncompliance for which sanctions may be imposed
pursuant to this item determine if a
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14.7 Privacy Officer .
 (A)
    
    To develop and propose to the Plan fiduciaries a protected health information
policy for the Plan, which policy when adopted shall become the Privacy Policy.(B)
    
    To provide development guidance and assist in the identification,
implementation, and maintenance of information privacy policies and
procedures in coordination with management and administration, and legal counsel.
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(C)
    
    To perform initial and periodic information privacy risk assessments and
conduct related ongoing compliance monitoring activities in coordination with
information privacy compliance and operational assessment functions.(D)
    
    To work with legal counsel and management, key departments, and
committees to ensure the Employer has and maintains appropriate privacy and
confidentiality consent, authorization forms, and information notices and materials
reflecting current organization and legal practices and requirements.(E)
    
    To oversee, direct, deliver or ensure delivery of initial and privacy training
and orientation to all individuals in the Employers workforce who may have access to
PHI in connection with the Plan.(F)
    
    To participate in the development, implementation, and ongoing compliance
monitoring of all trading partner and business associate agreements as a means of
ensuring that all privacy concerns, requirements, and responsibilities are addressed.(G)
    
    To track and monitor access to PHI within the Employer in connection with the
operation and administration of the Plan and its sponsorship by the Employer.(H)
    
    To establish rules to determine when to allow qualified individuals to review or
receive a report on PHI privacy activity.(I)
    
    To work cooperatively with the Human Resources Department and other applicable
Employer offices/personnel in overseeing Plan Participants rights to inspect, amend and
restrict access to PHI when appropriate.(J)
    
    To establish and administer a process for receiving, documenting, tracking,
investigating and taking action on all complaints concerning privacy policies and
procedures in coordination and collaboration with other similar functions and, when
necessary, with legal counsel.(K)
    
    To ensure compliance with privacy practices and consistent application of
sanctions for failure to comply with Plan privacy policies for all individuals
in the Employers workforce.
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(L)
    
    To initiate, facilitate and promote activities to foster information privacy
awareness within the Employer.(M)
    
    To review all system-related information security plans throughout the Employers
network to ensure alignment between security and privacy practices and to act as a
liaison to the information systems department.(N)
    
    To work with all Employer personnel and Business Associates to ensure full
coordination and cooperation under the Plans privacy policies and procedures and legal
requirements.(O)
    
    To maintain current knowledge of applicable federal and state privacy laws and
monitor advancements in information privacy technologies to ensure organizational
adaptation and compliance.
 14.8 Contact Person.
 14.9 Disciplinary Proceedings.
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14.10 Security Officer .
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14.11 Implementation Authority.
 14.12 Indemnification.
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5.7 Grace Period For Program Benefits.
 Applicability.
 No Cash-Out or Conversion.
 Reimbursement of Grace Period Expenses.
 Run-Out Period and Forfeitures.
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5.7 Grace Period For Program Benefits.
 Applicability.
 No Cash-Out or Conversion.
 Reimbursement of Grace Period.
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Run-Out Period and Forfeitures.
  5.7 Grace Period For Program Benefits.
 Applicability.
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No Cash-Out or Conversion
 Reimbursement of Grace Period Expenses.
 Run-Out Period and Forfeitures.
  5.7 Grace Period For Program Benefits.
 Applicability.
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No
Cash-Out or Conversion.
 Reimbursement of Grace Period Expenses.
 Run-Out Period Forfeitures.
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IN WITNESS WHEREOF, th
 DYNEGY INC.By:

/s/
[ILLEGIBLE]Title: Chairman, BPC  -19-




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Dynegy Inc. Comprehensive Welfare Benefits Plan
 Employees and Other Individuals to be Given Access to PHI
 1.
    
    Individuals employed by or providing services to the division of the Employers
Human Resources Department that deals with the administration and
processing of benefit claims under the Health Components;2.
    
    The Benefit Plans Committee;3.
    
    The Privacy Officer;4.
    
    The Contact Person;5.
    
    Personnel in the Employers payroll and information systems departments who
may receive information as to whether an individual is enrolled in the Plan or
has disenrolled;6.
    
    Effective as of April 20, 2005, the Security Officer.