2. Section 2.2 of the Trust is amended in its entirety to read as follows:“Section 2.2. Subject to the provisions of Section 2.5 hereof and thePlan, each Participant shall have the exclusive right, in accordance with theprovisions of the Plan, to direct the investment by the Trustee of allamounts allocated to the separate accounts of the Participant under the Planamong any one or more of the available Investment Funds. All investmentdirections by Participants shall be timely furnished to the Trustee by thePlan Administrator, except to the extent such directions are transmittedtelephonically or otherwise by Participants directly to the Trustee or itsdelegate in accordance with rules and procedures established and approved bythe Plan Administrator and communicated to the Trustee. In making anyinvestment of the assets of the Fund, the Tmstee shall be fully entitled torely on such directions furnished to it by the Plan Administrator,Independent Fiduciary or Participants in accordance with the provisions ofthe Plan and the Plan Administrator’s approved rules and procedures, andshall be under no duty to make any inquiry or investigation with respectthereto. The Plan Administrator may designate a default fund under the Planin which the Trustee shall deposit contributions to the Fund on behalf ofParticipants who have been identified by the Plan Administrator as having notspecified investment choices under the Plan. In addition, the IndependentFiduciary may also designate a default fund pursuant to Section 2.5. If theTrustee receives any contribution under the Plan that is not accompanied byinstructions directing its investment, the Trustee shall immediately notifythe Plan Administrator or the Independent Fiduciary, as applicable, of thatfact, and the Trustee may, in its discretion, hold all or a portion of thecontribution uninvested without liability for loss of income or appreciationpending receipt of proper investment directions (which proper investmentdirections shall include the designation of a default fund as provided in thepreceding sentences). Otherwise, it is specifically intended under the Planand this Agreement that the Trustee shall have no discretionary authority todetermine the investment of the assets of the Fund.”3. Subsection 2.3(a) of the Trust is hereby amended by adding the phrase, “subject tothe provisions of Section 2.5,” to the beginning thereof.
 
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4. Subsection 2.3(b) of the Trust is hereby amended in its entirety to provide asfollows:“(b) to dispose of all or any part of the investments, securities otherthan Company Stock, or other property which may from time to time or at anytime constitute the Fund or portion thereof in accordance with theinvestment directions by Participants furnished to it pursuant to Section2.2 or the written directions by the Plan Administrator furnished to itpursuant to Section 1.3, or to dispose of all or any part of the CompanyStock which may from time to time or at any time constitute a portion of theFund in accordance with the investment directions by Participants furnishedto it pursuant to Section 2.2 or the written directions by the IndependentFiduciary pursuant to Section 2.5, and to make, execute and deliver to thepurchasers thereof good and sufficient deeds of conveyance therefore, andall assignments, transfers and other legal instruments, either necessary orconvenient for passing the title and ownership thereto, free and dischargedof all trusts and without liability on the part of such purchasers to see tothe application of the purchase money;”5. A new Section 2.5 is hereby added to the Trust to provide as follows:“Section 2.5. Notwithstanding any other provision of this Agreement to thecontrary, the Independent Fiduciary shall have the sole and exclusiveauthority to determine whether acquiring or holding Company Stock in the Planand Fund is no longer consistent with the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”) and it shall be the sole named fiduciaryfor such purpose. If the Independent Fiduciary makes such a determination, itshall have the power to determine whether to: (a) prohibit or limit (for example, as a percentage of aParticipant’s account) further purchases or holdings of Company Stock orincreasing the Dynegy Stock Fund’s holding of cash or cash equivalentinvestments, and in the event of such prohibition or limitation, todesignate, as necessary, an alternative investment fund for theinvestment of the proceeds pending further investment directions by thePlan’s Participants and beneficiaries;  (b) liquidate some or all of the Plan’s holdings in CompanyStock and determine how such liquidation should be accomplished and inthe event of such liquidation, to designate, as necessary, analternative investment fund for the investment of the proceeds pendingfurther investment directions by the Plan’s Participants andbeneficiaries; or
 
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 (c) terminate the availability of the Dynegy Stock Fund as aninvestment option under the Plan on such terms and conditions as theIndependent Fiduciary shall deem prudent and in the interest of thePlan and its Participants and beneficiaries (and notwithstanding anyParticipant or beneficiary investment directions to the contrary),including the determination of the manner and timing of terminationof the Dynegy Stock Fund and orderly liquidation of its assets anddesignation of an alternative investment fund for the investment ofthe proceeds pending further investment directions by the Plan’sParticipants and beneficiaries.The Independent Fiduciary shall direct the Trustee to take such actions asare necessary and appropriate to implement and administer the IndependentFiduciary’s determinations under this Section 2.5, and the Trustee shall befully entitled to rely on such directions, and the Trustee shall be under noduty to ascertain whether such directions are in accordance with theprovisions of the Plan.”6. Section 3.1 of the Trust is hereby deleted and the remaining Sections of Article IIIrenumbered accordingly.7. The second sentence of Section 4.5 of the Trust is hereby amended in its entirety toprovide as follows:“The Trustee shall be the fiduciary who is responsible for ensuring thatsuch procedures are sufficient to safeguard the confidentiality of theinformation described above and that such procedures are followed; provided,however, the Independent Fiduciary shall be the fiduciary responsible forensuring the confidentiality of the proxy voting process.”8. A new Section 4.6 is hereby added to the Trust to provide as follows:“Section 4.6. The Independent Fiduciary shall direct the Trustee to executeand deliver such forms and other documents as the Independent Fiduciary maydetermine are advisable to be filed with the Securities and ExchangeCommission or other governmental agency, and the Trustee shall be fullyentitled to rely on such directions.”9. Sections 7.1 and 7.2 of the Trust are hereby amended by adding the phrase “or theIndependent Fiduciary” immediately following the term “Plan Administrator” in such Sections.10. This Amendment may be executed in separate counterparts, which together shall constituteone agreement.
 
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst written above.      DYNEGY INC.