Exhibit 10.77
 DYNEGY NORTHEAST GENERATION, INC.
 COMPREHENSIVE WELFARE BENEFITS PLAN
 Effective as of January 1, 2002




---



##### 



Dynegy Northeast Generation, Inc.
Comprehensive Welfare Benefits Plan
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,




---



##### 



Table of ContentsI. DEFINITIONS AND CONSTRUCTION
    
    
    11.1Definitions
    
    
    11.2Number and Gender
    
    
    31.3Headings
    
    
    31.4Reference to Plan Includes Constituent Benefit Programs
    
    
    31.5Inconsistent Provisions in Constituent Benefit Program Documents
    
    
    31.6Effect Upon Other Plans
    
    
    3II. ESTABLISHMENT AND PURPOSE OF THE PLAN
    
    
    42.1Establishment and Purpose of the Plan
    
    
    42.2Intention to be Welfare Benefit Plan
    
    
    423Incorporation of Constituent Benefit Programs
    
    
    4III. PARTICIPATION AND DEPENDENT COVERAGE
    
    
    53.1Eligible Employee Coverage
    
    
    53.2Eligible Dependent Coverage
    
    
    53.3Enrollment Without Regard toMedicaid Eligibility
    
    
    63.4Special Enrollment Periods
    
    
    6IV. THIRD PARTY LIABILITY
    
    
    74.1Effect of Article
    
    
    74.2Third Party Liability isPrimary asto Covered Expenses
    
    
    74.3Plans Rights of Reimbursement For Covered Expenses Previously Paid
    
    
    74.4Plans Exclusion of Coverage For Future Covered Expenses
    
    
    74.5Plans Rights of Independent Legal Action
    
    
    74.6Attorney Fees, Costs and Expenses
    
    
    84.7Obligations of Participants
    
    
    84.8Limitations on Plans Rights of Reimbursement
    
    
    8V. BENEFIT CLAIMS PROCEDURE
    
    
    95.1Claims For Benefits
    
    
    95.2Definitions
    
    
    95.3Filing of Benefit Claim
    
    
    105.4Processing of Benefit Claim
    
    
    115.5Notification of Adverse Benefit Determination
    
    
    125.6Timing of Adverse Benefit Determination Notification Regarding Health Benefit Claims
    
    
    125.7Timing of Adverse Benefit Determination Notification Regarding Disability Benefit Claims
    
    
    145.8Timing of Adverse Benefit Determination Regarding Non-Health And Disability Claims
    
    
    145.9Review of Adverse Benefit Determination Regarding Health or Disability Benefit Claims
    
    
    155.10Review of Adverse Benefit Determination Regarding Non-Health and Disability Benefit Claims
    
    
    165.11Notification of Benefit Determination on Review
    
    
    16
  -ii-




---



##### 



5.12Timing of Notification Regarding Review of Health Benefit Claims
    
    
    175.13Timing of Notification Regarding Review of Disability Benefit Claims
    
    
    185.14Timing of Notification Regarding Review of Non-Health or Disability Claims
    
    
    185.15Exhaustion of Administrative Remedies
    
    
    185.16Payment of Benefits
    
    
    185.17Authorized Representatives
    
    
    19VI. FUNDING OF PLAN
    
    
    206.1Source of Benefits
    
    
    206.2Participant Contributions
    
    
    206.3 HMOPremiums
    
    
    206.4Insurance Premiums
    
    
    206.5Trust
    
    
    20VII. ADMINISTRATION OF PLAN
    
    
    217.1Plan Administrator
    
    
    217.2Discretion to Interpret Plan
    
    
    217.3Powers and Duties
    
    
    217.4Expenses
    
    
    227.5Right to Delegate
    
    
    227.6Reliance on Reports, Certificates, and Participant Information
    
    
    237.7Indemnification
    
    
    237.8Fiduciary Duty
    
    
    237.9Compensation and Bond
    
    
    23VIII. AMENDMENT AND TERMINATION OF PLAN
    
    
    248.1Right to Amend
    
    
    248.2Right to Terminate
    
    
    248.3Effect of Amendment Or Termination
    
    
    248.4Delegation to Benefit Plans Committee
    
    
    248.5Effect of Oral Statements
    
    
    24IX. MISCELLANEOUS PROVISIONS
    
    
    259.1 NoGuarantee of Employment
    
    
    259.2Payments to Minors and Incompetents
    
    
    259.3 NoVested Right to Benefits
    
    
    259.4Nonalienation of Benefits
    
    
    259.5Unknown Whereabouts
    
    
    269.6Participating Employers
    
    
    269.7Notice and Filing
    
    
    269.8Incorrect Information, Fraud, Concealment, or Error
    
    
    279.9Medical Responsibilities
    
    
    279.10Compromise of Claims
    
    
    279.11Electronic Administration
    
    
    279.12Tax Payments
    
    
    279.13Compensation and Bond
    
    
    289.14Jurisdiction
    
    
    289.15Severability
    
    
    28
  -iii-




---



##### 



X. QUALIFIED MEDICAL CHILD SUPPORT ORDERS
    
    
    29XI. COBRA CONTINUATION COVERAGE
    
    
    30XII. FMLA COVERAGE
    
    
    31XIII. USERRA
    
    
    32XIV. RESTRICTIONS REGARDING PROTECTED HEALTH INFORMATION
    
    
    3314.1Purpose of Article
    
    
    3314.2Provision of Information to the Company Pursuant to Authorization
    
    
    3314.3Provision of Summary Health Information to Company
    
    
    3314.4General Provision of Health Information to Company
    
    
    3314.5Adequate Separation
    
    
    3514.6Privacy Officer
    
    
    3614.7Coverage and Effective Date
    
    
    38APPENDIX A
    
    
    A-1APPENDIX B
    
    
    B-1
  -iv-




---



##### 



I.  Definitions and Construction
 1.1 Definitions .
 (1)
    
    Administrative Services Agreement:The agreement(s) entered into with each
individual or entity providing administrative services with respect to one or more Constituent
Benefit Programs.(2)
    
    Administrative Services Provider:Any individual or entity operating under an
Administrative Services Agreement to provide administrative services with respect to any
benefits offered under one or more of the Constituent Benefit Programs.(3)
    
    Board:The board of directors of the Company.(4)
    
    Cafeteria Plan:The cafeteria plan, if any, established by the Employer under
section 125 of the Code.(5)
    
    Code:The Internal Revenue Code of 1986, as amended.(6)
    
    Benefit Plans Committee:The Committee to which the Board has delegated certain
Plan sponsor powers.(7)
    
    Company:Dynegy Northeast Generation, Inc.(8)
    
    Compensation:Unless otherwise specifically provided in a Constituent Benefit
Program, the annual base pay paid by the Employer to or for the benefit of a Participant for
services performed for the Employer.(9)
    
    Condition:Any sickness, injury, or other mental or physical disability giving rise
to the payment of benefits under the Plan.(10)
    
    Constituent Benefit Programs:The benefit programs listed on Appendix B to the Plan,
as such programs and such Appendix B may be amended from time to time.(11)
    
    Constituent Benefit Program Document(s):The written document(s) setting forth the
terms of the applicable Constituent Benefit Program, including, but not limited to, the
benefits provided, the eligibility and enrollment requirements, the conditions of dependent
coverage, if applicable, the termination of coverage, and the terms and conditions of benefit
payments under each Constituent Benefit Program, as may be amended from time to time.
Appendix B describes the Constituent Benefit Program Document or Constituent Benefit Program
Documents for each Constituent Benefit Program. Appendix B also describes which Employers
maintain which Constituent Benefit Programs for their Eligible Employees.(12)
    
    Covered Eligible Dependent:Each Eligible Dependent who is covered under the Plan
pursuant to Section 3.2.
  -1-




---



##### 



(13)
    
    Effective Date:January l, 2002, except as otherwise stated herein
and except 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.(14)
    
    Eligible Dependent:With respect to an Eligible Employee, each person who by virtue
of a relationship to such Eligible Employee is eligible for coverage under a Constituent
Benefit Program.(15)
    
    Eligible Employee:Each individual who is eligible for coverage under a Constituent
Benefit Program because of current or former employment with the Employer. 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, leased employee, or other non-common law employee shall be an
Eligible Employee, unless a Constituent Benefit Program specifically and expressly provides
otherwise.(16)
    
    Employer:The Company and each Participating Employer.(17)
    
    ERISA:The Employee Retirement Income Security Act of 1974, as amended.(18)
    
    Group Health Plan:Each Constituent Benefit Program, which is a group health plan
within the meaning of section 5000(b)(l) of the Code, and/or a group health plan within the
meaning of section 607(1) of ERISA, as applicable, and for purposes of Article XII, is either
a group health plan within the meaning of section 5000(b)(l) of the Code or any Constituent
Benefit Program designated by the Employer as a Group Health Plan for purposes of FMLA
Leave.(19)
    
    HMO:Any health maintenance organization or similar organization or network of
individuals or organizations that has contracted to provide medical, dental, and/or other
health-related benefits to Participants and Covered Eligible Dependents.(20)
    
    Insured Constituent Benefit Program:Each Constituent Benefit Program whose
benefits are provided by an Insurer.(21)
    
    Insurer:Any insurance company that has contracted to provide benefits under a
Constituent Benefit Program.(22)
    
    Participant:Each Eligible Employee who is a participant in the Plan pursuant to
Article III and, where reference is appropriate, each Covered Eligible Dependent.(23)
    
    Participating Employer:Any subsidiary or affiliate of the Company, or any other
entity permitted by law to do so, that has been designated by the Company as a participating
employer and participates in the Plan with respect to one or more Constituent Benefit
Programs.(24)
    
    Plan:The Dynegy Northeast Generation, Inc. Comprehensive Welfare Benefits Plan.
  -2-




---



##### 



(25)
    
    Plan Administrator:An individual, committee or entity appointed by the Board to
perform, in a fiduciary capacity as administrative fiduciary, certain identified duties and
responsibilities with respect to the administration of the Plan and/or a Constituent
Benefit Program.(26)
    
    Plan Year:The twelve-consecutive month period commencing on January 1 of each
year.(27)
    
    Recovery:An amount obtained by or for the benefit of a Participant or Covered
Eligible Dependent from a Third Party, such Third Partys liability carrier, or in the case of
uninsured or underinsured motorist coverage, from such Participants or Covered Eligible
Dependents automobile insurance carrier because of a Condition for which a Third Party is
legally liable. In the case of a Recovery which, in whole or in part, includes assets other
than cash or cash equivalents, the Plan Administrator shall determine the monetary value
thereof.(28)
    
    Third Party:Any individual or entity who or which is or may be liable to a
Participant or Covered Eligible Dependent for a Condition or for payment of damages or
expenses related to a Condition.
 1.2 Number and Gender
 1.3 Headings
 1.4 Reference to Plan Includes Constituent Benefit Programs
 1.5 Inconsistent Provisions in Constituent Benefit Program Documents
 1.6 Effect Upon Other Plans
  -3-




---



##### 



II.  Establishment and Purpose of the Plan
 2.1 Establishment and Purpose of the Plan
 2.2 Intention to be Welfare Benefit Plan
 2.3 Incorporation of Constituent Benefit Programs
  -4-




---



##### 



III.  Participation and Dependent Coverage
 3.1 Eligible Employee Coverage
    3.2 Eligible Dependent Coverage
     -5-




---



##### 



3.3 Enrollment Without Regard To Medicaid Eligibility
 3.4 Special Enrollment Periods
  -6-




---



##### 



IV.  Third Party Liability
 4.1 Effect of Article .
 4.2 Third Party Liability Is Primary As to Covered Expenses .
 4.3 Plans Rights of Reimbursement For Covered Expenses Previously Paid .
 4.4 Plans Exclusion of Coverage For Future Covered Expenses .
 4.5 Plans Rights of Independent Legal Action .
  -7-




---



##### 



4.6 Attorney Fees, Costs and Expenses .
 4.7 Obligations of Participants .
 4.8 Limitations on Plans Rights of Reimbursement .
  -8-




---



##### 



V.  Benefit Claims Procedure
 5.1 Claims For Benefits .
 5.2 Definitions .
 (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, and
including with respect to health benefits a denial, reduction, termination or failure
to provide or make payment resulting from the application of any utilization review, as
well the failure to cover an item or service for which benefits are otherwise provided
because it is determined to be experimental, investigational or not medically necessary
or appropriate. Further and with respect to health benefits, any reduction or
termination of an ongoing course of treatment prior to its scheduled expiration will be
treated as an Adverse Benefit Determination regarding a Concurrent Care Claim.
Further, any invalidation of a claim for failure to furnish written proof of loss or 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 Plan
Administrator that has powers and duties of benefit claims administration has delegated
day-to-day Plan administration responsibilities and who, pursuant to such
delegation, processes Plan benefit claims in the ordinary course or if none has been so
designated, the Plan Administrator that has powers and duties of benefits claims
administration.(3)
    
    Claimant: A Participant or beneficiary or an authorized
representative of such Participant or beneficiary who has filed or desires to file a
claim for a Plan benefit.
  -9-




---



##### 



(4)
    
    Concurrent Care Claim: Any request to extend an ongoing course of a health
benefit treatment beyond the period of time or number of treatments that has
previously been approved under the Plan.(5)
    
    Health Care Professional: A physician or other health care professional
licensed, accredited or certified to perform specified health services consistent with
State law.(6)
    
    Independent Fiduciary: The person or entity retained by the Plan
Administrator to perform the review of an Adverse Benefit Determination, who will be an
individual other than (a) the individual who made the Adverse Benefit Determination
that is the subject of the review and (b) the subordinate of such individual.(7)
    
    Post-Service Claim: Any claim for a Plan health benefit that is not a
Pre-Service Claim.(8)
    
    Pre-Service Claim: Any claim for a Plan health benefit the terms of
which condition receipt thereof, in whole or in part, on approval of the benefit in
advance of obtaining medical care.(9)
    
    Urgent Care Claim: Any Plan health benefit claim for medical care or
treatment with respect to which the application of the time periods otherwise applicable
to such claim (a) could seriously jeopardize, as determined either by a physician with
knowledge of the Claimants medical condition or by the Benefits Administrator
(applying the judgment of a prudent layperson who possesses an average knowledge of
health and medicine), the Claimants life, health or ability to regain maximum function,
or (b) would subject the Claimant, in the opinion of a physician with knowledge of the
Claimants medical condition, to severe pain that cannot be adequately managed without
the care or treatment that is the subject of the claim.
 5.3 Filing of Benefit Claim .
  -10-




---



##### 



5.4 Processing of Benefit Claim .
 (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 Plan Administrator
in its consideration of the claim.
   -11-




---



##### 



5.5 Notification of Adverse Benefit Determination .
 (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)
    
    In the case of a health or disability benefit claim and if an internal rule,
guideline, protocol or other similar criterion was relied upon in making the Adverse
Benefit Determination, either provide such criterion or state that such criterion was
relied upon and that a copy of the criterion will be provided free of charge to the
Claimant upon request;(4)
    
    In the case of a health or disability benefit claim and if the Adverse Benefit
Determination is based on a medical necessity, experimental treatment or similar
exclusion or limit, either explain the scientific or clinical judgment for the
determination, applying the terms of the Plan to the Claimants medical circumstances,
or state that such explanation will be provided free of charge to the Claimant upon
request;(5)
    
    Describe any additional material or information necessary for the Claimant to
perfect the claim and explain why such material or information is necessary;(6)
    
    Describe the Plans review procedures and time limits applicable to such
procedures, including a statement of the Claimants right to bring a civil action under
section 502(a) of ERISA following an Adverse Benefit Determination on review; and(7)
    
    If an Urgent Care Claim is involved, provide a description of the expedited
review process available for Urgent Care Claims (see Section 5.12).
 5.6 Timing of Adverse Benefit Determination Notification Regarding Health Benefit
Claims .
 (1)
    
    In the case of an Urgent Care Claim other than a Concurrent Care Claim, as
soon as possible, taking into account the medical exigencies, but not later than
seventy-two hours after the claim is filed with the Plan Administrator; provided,
however, that if additional information from the Claimant is necessary to complete
the claim, the Claimant will be notified within twenty-four hours after such claim is
filed with the Plan Administrator and will be given at least forty-eight hours to
provide the specified information, and notice of the Plan Administrators benefit
determination will be provided to the Claimant within forty-eight hours after the
earlier of (a) the Plan Administrators receipt of the specified information or (b)
the end of the period afforded the Claimant to provide the specified information. In
addition, such notification may be provided orally (provided that written or
electronic notification is provided within three days following such oral
notification).
  -12-




---



##### 



(2)
    
    In the case of a properly submitted Urgent Care Claim that is a Concurrent Care
Claim, if such claim is made at least 24 hours prior to the scheduled expiration of
treatment, notice of the disposition of the claim will be furnished to the Claimant as
soon as possible, taking into account the medical exigencies, but not later than 24
hours after such claim is filed with the Plan Administrator. If such claim is not made
at least twenty-four hours prior to the scheduled expiration of treatment, the claim
shall be governed by Clause (1) above.(3)
    
    In the case of a decision to reduce or terminate a previously approved ongoing
course of health benefit treatment that was to be provided over a period of time or a
number of treatments, the Plan Administrator shall notify the Claimant of the Adverse
Benefit Determination at a time sufficiently in advance of the reduction or termination
to allow the Claimant to appeal and obtain a determination on review of such Adverse
Benefit Determination before the benefit is reduced or terminated.(4)
    
    In the case of a Pre-Service Claim not described in Clauses (1) through (3)
above, the Plan Administrator shall notify the Claimant of the Adverse Benefit
Determination within a reasonable period of time appropriate to the medical
circumstances but not later than fifteen days after receipt of the claim by the Plan
(which period may be extended one time for up to an additional fifteen days provided
that the Plan Administrator both determines that such extension is necessary due to
matters beyond the control of the Plan and notifies the Claimant prior to the expiration
of the initial fifteen-day period of the circumstances requiring the extension of time
and the date by which the Plan expects to render a decision).(5)
    
    In the case of a Post-Service Claim not described in Clauses (1) through (3)
above, the Plan Administrator shall notify the Claimant of the Adverse Benefit
Determination within a reasonable period of time but not later than thirty days after
receipt of the claim (which period may be extended one time for up to fifteen days
provided that the Plan Administrator both determines that such extension is necessary
due to matters beyond the control of the Plan and notifies the Claimant prior to the
expiration of the initial thirty-day period of the circumstances requiring the extension
of time and the date by which the Plan expects to render a decision).
   -13-




---



##### 



5.7 Timing of Adverse Benefit Determination Notification Regarding Disability
Benefit Claims .
 5.8 Timing of Adverse Benefit Determination Regarding Non-Health and
Disability Claims .
  -14-




---



##### 



5.9 Review of Adverse Benefit Determination Regarding Health or Disability
Benefit Claims .
 (1)
    
    To exercise the right to request a review of an Adverse Benefit Determination, a Claimant
must submit a written request for such review to the Plan Administrator not later than 180
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 Plan Administrator or, as
applicable, to the Independent Fiduciary;(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 was considered in the initial benefit determination;(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, (c) documents, records or
other information that demonstrates compliance with the standard claims procedure in making the
benefit determination on the Claimants claim, and (d) documents, records or other information
that constitutes a statement of policy or guidance with respect to the Plan concerning the
denied treatment option or benefit for the Claimants diagnosis, without regard to whether
such statement of policy or guidance was relied upon in making the benefit determination;(5)
    
    The review of the Adverse Benefit Determination shall not give deference to the original
decision;(6)
    
    The review of the Adverse Benefit Determination shall be conducted solely by an Independent
Fiduciary;(7)
    
    If the initial benefit determination was based in whole or in part on a medical judgment,
including determinations with regard to whether a particular treatment, drug or other item is
experimental, investigational or not medically necessary or appropriate, the Independent
Fiduciary conducting the review shall consult with a Health Care Professional with
appropriate training and experience in the applicable field of medicine who was not
consulted, and is not the subordinate of someone who was consulted, during the initial benefit
determination; and(8)
    
    The Claimant shall have the right to have identified to him the medical or vocational experts
whose advice was obtained in connection with the Adverse Benefit Determination (without regard
to whether the advice was relied upon in making such determination).
  -15-




---



##### 



5.10 Review of Adverse Benefit Determination Regarding Non-Health and Disability
Benefit Claims .
 (1)
    
    The Claimant must submit a written request for such review to the Plan
Administrator 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 Plan
Administrator;(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 was 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, records or other information that demonstrates compliance with the
standard claims procedure.
  5.11 Notification of Benefit Determination on Review .
 (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;
  -16-




---



##### 



(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, (c) documents, records or other information that demonstrates
compliance with the standard claims procedure in making the benefit determination on
the Claimants claim, and (d) in the case of claims regarding health or disability
benefits, documents, records or other information that constitutes a statement of
policy or guidance with respect to the Plan concerning the denied treatment option or
benefit for the Claimants diagnosis, without regard to whether such statement of
policy or guidance was relied upon in making the benefit determination.(4)
    
    Describe the Claimants right to bring an action under section 502(a) of ERISA;
  (1)
    
    If an internal rule, guideline, protocol or other similar criterion was relied
upon in making the Adverse Benefit Determination, either provide such criterion or
state that such criterion was relied upon and that a copy of the criterion will be
provided free of charge to the Claimant upon request;(2)
    
    If the Adverse Benefit Determination is based on a medical necessity,
experimental treatment or similar exclusion or limit, either explain the scientific or
clinical judgment for the determination, applying the terms of the Plan to the
Claimants medical circumstances, or state that such explanation will be provided free
of charge to the Claimant upon request;(3)
    
    Include the following statement: You and your plan may have other voluntary
alternative dispute resolution options, such as mediation. One way to find out what
may be available is to contact your local U.S. Department of Labor Office and your
State insurance regulatory agency.
 5.12 Timing of Notification Regarding Review of Health Benefit Claims .
  -17-




---



##### 



5.13 Timing of Notification Regarding Review of Disability Benefit Claims .
 5.14 Timing of Notification Regarding Review of Non-Health or Disability Claims.
 5.15 Exhaustion of Administrative Remedies .
 5.16 Payment of Benefits .
  -18-




---



##### 



5.17 Authorized Representatives .
 5.18 Temporary Rules Regarding Health Benefit Claims .
   -19-




---



##### 



VI.  Funding of Plan
 6.1 Source of Benefits .
 6.2 Participant Contributions .
    6.3 HMO Premiums .
 6.4 Insurance Premiums .
 6.5 Trust.
  -20-




---



##### 



VII.  Administration of Plan
 7.1 Plan Administrator .
 7.2 Discretion to Interpret Plan .
 7.3 Powers and Duties .
 (1)
    
    To make and enforce such rules, regulations, and procedures as it may deem necessary or
proper for the orderly and efficient administration of the Plan and/or a Constituent
Benefit Program with respect to the duties and responsibilities of such Plan Administrator
as described on Appendix B;(2)
    
    With the consent of the Company, to enter into an Administrative Services
Agreement with an individual or entity;(3)
    
    In its discretion and as applicable with respect to the duties and
responsibilities of such Plan Administrator as described on Appendix B, to interpret
and decide all matters of fact in granting or denying benefits under the Plan and/or a
Constituent Benefit Program its interpretation and decision thereof to be final and
conclusive
on all persons claiming benefits under the Plan and/or a Benefit Constituent Program;
  -21-




---



##### 



(4)
    
    In its discretion and as applicable with respect to the duties and responsibilities of
such Plan Administrator as described on Appendix B, to determine eligibility under
the terms of the Plan and/or a Constituent Benefit Program, its determination thereof
to be final and conclusive on all persons;(5)
    
    In its discretion and as applicable with respect to the duties and
responsibilities of such Plan Administrator as described on Appendix B, to determine the
amount of
and authorize the payment of benefits under the Plan and/or a Constituent Benefit
Program, its determination and authorization thereof to be final and conclusive on
all persons;(6)
    
    To prepare and distribute information explaining the Plan and/or a Constituent
Benefit Program to the extent pertaining to provisions of the Plan as to which the Plan
Administrator has duties and responsibilities as described on Appendix B;(7)
    
    To obtain from the Employer, Employees, beneficiaries, and Eligible Dependents
such information as may be necessary for the proper administration of the Plan and/or a
Constituent Benefit Program;(8)
    
    With the consent of the Company, to appoint an Administrative Services Provider;
and(9)
    
    With the consent of the Company, to sue or cause suit to be brought in the name
of the Plan.
 7.4 Expenses .
 7.5 Right to Delegate .
  -22-




---



##### 



7.6 Reliance on Reports, Certificates, and Participant Information .
 7.7 Indemnification .
 7.8 Fiduciary Duty .
 (1)
    
    Solely in the interest of Participants and for the exclusive purpose of
providing benefits to Participants, Covered Eligible Dependents, and their
beneficiaries and of defraying reasonable expenses of administering the Plan;(2)
    
    With the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person 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; and(3)
    
    In accordance with the documents and instruments governing the Plan insofar as
such documents and instruments are consistent with applicable law.
  7.9 Compensation and Bond .
  -23-




---



##### 



VIII.  Amendment and Termination of Plan
 8.1 Right to Amend-
 8.2 Right to Terminate .
 8.3 Effect of Amendment or Termination .
 8.4 Delegation to Benefit Plans Committee .
 8.5 Effect of Oral Statements .
  -24-




---



##### 



IX.  Miscellaneous Provisions
 9.1 No Guarantee of Employment .
 9.2 Payments to Minors and Incompetents .
 9.3 No Vested Right to Benefits .
 9.4 Nonalienation of Benefits .
    -25-




---



##### 



9.5 Unknown Whereabouts .
 9.6 Participating Employers .
 9.7 Notice and Filing .
  -26-




---



##### 



9.8 Incorrect Information, Fraud, Concealment, or Error .
 9.9 Medical Responsibilities .
 9.10 Compromise of Claims .
 9.11 Electronic Administration .
 9.12 Tax Payments .
  -27-




---



##### 



9.13 Compensation and Bond .
 9.14 Jurisdiction .
 9.15 Severability .
  -28-




---



##### 



X.  Qualified Medical Child Support Orders
   -29-




---



##### 



XI.  COBRA Continuation Coverage
   -30-




---



##### 



XII.  FMLA Coverage
   -31-




---



##### 



XIII.  USERRA
   -32-




---



##### 



XIV.  RESTRICTIONS REGARDING  PROTECTED HEALTH INFORMATION
 14.1 Purpose of Article .
  14.2 Provision of Information to the Company Pursuant to Authorization .
 14.3 Provision of Summary Health Information to Company .
 (1)
    
    For the purpose of enabling the Company to obtain premium bids from health
insurers for providing health insurance coverage under the Plan;(2)
    
    For purposes of determining whether and, if so, how to modify or amend the
Plan; or(3)
    
    For purposes of determining whether and, if so, how to terminate the Plan,
in whole or in part.
 14.4 General Provision of Health Information to Company .
 (1)
    
    The Company 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 Dynegy Inc. and Affiliates Employee Plan
Protected Health Information Privacy Policy (the Privacy Policy);
  -33-




---



##### 



(2)
    
    The Company will ensure that any agents, including a subcontractor, to whom it
provides PHI received from the Plan agree to the same restriction and conditions
that apply to the Company with respect to such information;(3)
    
    The Company 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 Company;(4)
    
    The Company 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;(5)
    
    The Company will make available to Participants PHI in accordance with
Section 164.524 of the Regulations as set forth in the Privacy Policy;(6)
    
    The Company will make available to Participants PHI for amendment and
incorporate any amendments to PHI in accordance with Section 164.526 of the
Regulations as set forth in the Privacy Policy;(7)
    
    The Company will make available to Participants the information required to
provide an accounting of disclosures in accordance with
Section 164.528 of the Regulations as set forth in the Privacy Policy;(8)
    
    The Company will make its internal practices, books and records relating to
the use and disclosure of PHI received from the Plan available to the Secretary of
Health and Human Services for purposes of determining compliance by the Plan with
the Regulations;(9)
    
    If feasible, the Company will return or destroy all PHI received from the
Plan that the Company 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 Company will limit further uses
and disclosures to those purposes that make the return or destruction of the
information infeasible; and(10)
    
    The Company will ensure the adequate separation required pursuant to Section 14.5 below.
  -34-




---



##### 



14.5 Adequate Separation .
 (1)
    
    The only employees, classes of employees or other persons under the
control of the Company to be given access to PHI disclosed to the Company or
who receives PHI relating to payment under, health care
operations of, or other matters pertaining to the Plan in the ordinary course of business
are: those individuals employed by or providing services to the division of the Companys
Human Resources Department which deals with the administration and processing of benefit
claims under the Plan, the Plans fiduciaries (i.e., the Plan Administrator(s)), the members
of the compensation committee of the Companys Board of Directors, the Plans Privacy
Officer and other employees/individuals who have been identified by the Privacy Officer as
persons who may have need to access PHI whether by virtue of being involved in the ongoing
operation and administration of the Plan or being involved in such Plan sponsor activities
that may entail bid proposals, etc.(2)
    
    The access to and use by the Company and the other individuals and entities described in
item (A) above is restricted to (i) the Plan administration functions that the Company
performs in connection with the operation and administration of the Plan, (ii) the Plan
sponsor functions with respect to which the Company is entitled to receive SHI pursuant to
Section 14.4 above, (iii) uses and disclosures described in an authorization by the Plan
Participant, and (iv) uses and disclosures that are described to Plan Participants in the
Notice of Privacy Practices and Consent for Dynegy Inc. and Affiliates Plan Participants, as
required by Section 164.520 of the Regulations.(3)
    
    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 14.4 above, the noncompliance shall be
reported to the Plans Privacy Office 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 (C), determine if a sanction should be imposed
(which sanction may range from a warning that subsequent acts of noncompliance may result in
significant penalties to proposed dismissal from employment or termination of contract, as
applicable). Upon determination of a sanction and if the sanction may be imposed under the
authority of the Plans Privacy Officer, the sanction shall be imposed. If the sanction
requires action of the Company, the Plans Privacy Officer shall confer with the appropriate
executives of the Company. If the Company, following consideration of a proposed sanction from
the Plans Privacy Officer for noncompliance with the requirements of sections 14.4 and 14.5
by a person or entity, determines not to impose such sanction, the Company shall advise the
Plans Privacy Officer. In such event, the Plans Privacy
Officer must consider and propose an alternative sanction for the
noncompliant person or entity.
  -35-




---



##### 



14.6 Privacy Officer .
 (1)
    
    To develop and propose to the Plan fiduciaries (i.e., the
Plan Administrator) a protected health information policy for the Plan, which
policy when adopted shall become the Privacy Policy.(2)
    
    Provides development guidance and assists in the
identification, implementation, and maintenance of information privacy policies
and procedures in coordination with management and administration, and legal
counsel.(3)
    
    Performs initial and periodic information privacy risk assessments and
conducts related ongoing compliance monitoring activities in coordination with
information privacy compliance and operational assessment functions.(4)
    
    Works with legal counsel and management, key departments, and
committees to ensure the Company has and maintains appropriate privacy and
confidentiality consent, authorization forms, and information notices and
materials reflecting current organization and legal practices and requirements.(5)
    
    Oversees, directs, delivers, or ensures delivery of initial and privacy
training and orientation to all parties who may have access to PHI in connection
with the Plan including Company employees, Plan service providers, contractors,
Plan business associates, such as third-party administrators, COBRA vendors
and utilization review organizations and other appropriate third parties.
  -36-




---



##### 



(6)
    
    Participates in the development, implementation, and ongoing compliance monitoring of all
trading partner and business associate agreements, to ensure all privacy concerns,
requirements, and responsibilities are
addressed.(7)
    
    Establishes with management and operations a mechanism to identify all of the Companys plans
and benefit arrangements which are covered entities for
purposes of the laws governing PHI.(8)
    
    Tracks and monitors access to PHI within the Company in connection with the operation and
administration of the Plan and its sponsorship by the Company.(9)
    
    Establishes rules to determine when to allow qualified individuals to review or receive a
report on PHI privacy activity.(10)
    
    Works cooperatively with the Human Resources Department and other applicable Company
offices/personnel in overseeing Plan Participants rights to inspect, amend and restrict
access to PHI when appropriate.(11)
    
    Establishes and administers a process for receiving, documenting, tracking,
investigating, and taking action on all complaints concerning privacy policies regarding the
Plan and procedures in coordination and collaboration with other similar functions and, when
necessary, legal counsel.(12)
    
    Ensures compliance with privacy practices and consistent application of sanctions for
failure to comply with Plan privacy policies for all individuals in the Companys
workforce, extended workforce, and for all business associates, such as third-party
administrators, COBRA vendors and utilization review organizations, in cooperation
with Human Resources, administration, and legal counsel as applicable.(13)
    
    Initiates, facilitates and promotes activities to foster information privacy awareness within
the Company.(14)
    
    Reviews all system-related information security plans throughout the Companys network to
ensure alignment between security and privacy practices, and acts as a liaison to the
information systems department.(15)
    
    Works with all Company personnel and business associates, such as third- party
administrators, COBRA vendors and utilization review organizations, involved
with any aspect of release of Plan PHI, to ensure full coordination and cooperation under the
Plans privacy policies and procedures and legal requirements.(16)
    
    Maintains current knowledge of applicable federal and state privacy laws and monitors
advancements in information privacy technologies to ensure organizational adaptation and
compliance.(17)
    
    Serves as information privacy consultant to the Company with respect to the Plan.
  -37-




---



##### 



14.7 Coverage and Effective Date .
 DYNEGY NORTHEAST GENERATION, INC.By:
    /s/ Jane D. JonesName:
    Jane D. Jones  -38-




---



##### 



Appendix A
 Dynegy Northeast Generation, Inc.
 Comprehensive Welfare Benefits Plan
 Prior Plans
       
     A-1




---



##### 



Appendix B
 Dynegy Northeast Generation, Inc.
 Comprehensive Welfare Benefits Plan
 Constituent Benefit Programs
 I.
    
    Dynegy Northeast Generation, Inc. Group Medical Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Description and Administrative
Services Contracts with MVP, Centrus and Complink.
    
    Plan Administrators: With respect to benefits provided or administered under
their respective contracts, MVP, Centrus and Complink shall serve as benefit claims and
claims appeals fiduciaries for the Dynegy Northeast Generation, Inc. Group Medical Plan
and shall have the following powers, duties and responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Group Medical Plan, such interpretation
decision thereof to be final and conclusive on all persons claiming benefits
under the Plan with respect to the Dynegy Northeast Generation, Inc. Medical
Plan;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Medical
Plan, any such decision thereof to be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation, Inc.
Medical Plan except to the extent the Plans claims procedures expressly
provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate
to be its fiduciary responsibility with respect to the Dynegy Northeast
Generation, Inc. Medical Benefit Plan.
  B-1




---



##### 



(1)
    
    In its sole discretionary authority, to determine eligibility under the terms
of the Dynegy Northeast Generation, Inc. Medical Plan, its decision thereof to
be final and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy
Northeast Generation, Inc. Medical Plan including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;(3)
    
    To perform any and all reporting and disclosure required with
respect to the Dynegy Northeast Generation, Inc. Medical Plan under applicable
provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Medical Plan;(5)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan Documents with
respect to the Dynegy Northeast Generation, Inc. Medical Plan, in such manner and
to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate and
efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Medical Plan.
 II.
    
    Dynegy Northeast Generation, Inc. Employee Assistance Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Descriptions and
Administrative Services Contract with ENI.
    
    Plan Administrators: With respect to benefits provided or administered under
its contract, ENI shall serve as benefit claims and claims appeals fiduciary for the
Dynegy Northeast Generation, Inc. Employee Assistance Plan and shall have the following
powers, duties and responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Employee Assistance Plan, such
interpretation decision thereof to be final and conclusive on all persons
claiming benefits under the Plan with respect to the Dynegy Northeast
Generation, Inc. Employee Assistance Plan;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Employee
Assistance Plan, any such decision thereof to be final and conclusive on all
persons;
  B-2




---



##### 



(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation, Inc.
Employee Assistance Plan except to the extent the Plans claims procedures
expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate to
be its fiduciary responsibility with respect to the Dynegy Northeast Generation,
Inc. Employee Assistance Plan.
  (1)
    
    In its sole discretionary authority, to determine eligibility
under the terms of the Dynegy Northeast Generation, Inc. Employee Assistance
Plan, its decision thereof to be final and conclusive on all peisons;(2)
    
    To prepare and distribute information explaining the Dynegy
Northeast Generation, Inc. Employee Assistance Plan including, but not limited
to, all materials and information required to be distributed pursuant to ERISA;(3)
    
    To perform any and all reporting and disclosure required with
respect to the Dynegy Northeast Generation, Inc. Employee Assistance Plan under
applicable provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Employee Assistance Plan;(5)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan documents with
respect to the Dynegy Northeast Generation, Inc. Employee Assistance Plan, in
such manner and to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Employee Assistance Plan.
  B-3




---



##### 



III.
    
    Dynegy Northeast Generation, Inc. Medical Reimbursement Account Program
 
    
    Participating Employers: Dynegy Northeast Generation, Inc. (until January 30, 2002)
    
    Constituent Benefit Plan Documents: Dynegy Northeast Generation, Inc. Medical Reimbursement
Spending Account Program; Summary Plan Description and Administrative Services
Contract with TaxSaver, Inc.
    
    Plan Administrators: With respect to spending account benefits provided or administered
under its contract, TaxSaver, Inc. shall serve as benefits claims and claims appeal
fiduciary for the Dynegy Northeast Generation, Inc. Medical Reimbursement Account
Program and shall have the following powers, duties and responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all matters of fact
and Plan interpretation in granting or denying benefits under the Dynegy Northeast
Generation, Inc. Medical Reimbursement Account Program, such interpretation decision
thereof to be final and conclusive on all persons claiming benefits under the Plan with
respect to the Dynegy Northeast Generation, Inc. Medical Reimbursement Account Program;(2)
    
    The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Northeast Generation, Inc. Medical Reimbursement Account
Program, any such decision thereof to be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit claims and
benefit claims appeals under the Dynegy Northeast Generation, Inc. Medical
Reimbursement Account Program except to the extent the Plans claims procedures
expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate to be its
fiduciary responsibility with respect to the Dynegy Northeast Generation, Inc. Medical
Reimbursement Account Program.
  (1)
    
    All administrative responsibility with respect to salary reduction payroll
processing;(2)
    
    In its sole discretionary authority, to determine eligibility under the terms
of the Dynegy Northeast Generation, Inc. Medical Reimbursement Account Program, its
decision thereof to be final and conclusive on all persons;(3)
    
    To prepare and distribute information explaining the Dynegy Northeast
Generation, Inc. Medical Reimbursement Account Program including, but
not limited to, all materials and information required to be distributed
pursuant to ERISA;
  B-4




---



##### 



(4)
    
    To perform any and all reporting and disclosure required with
respect to the Dynegy Northeast Generation, Inc. Medical Reimbursement Account
Program under applicable provisions of ERISA;(5)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Medical Reimbursement Account
Program;(6)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan Documents with
respect to the Dynegy Northeast Generation, Inc. Medical Reimbursement Account
Program, in such manner and to such extent as it deems expedient; and(7)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Medical Reimbursement Account Program.
 IV.
    
    Dynegy Northeast Generation, Inc. Dependent Care Reimbursement Account Program
 
    
    Participating Employers:
Dynegy Northeast Generation, Inc. (until January 30, 2002)
    
    Constituent Benefit Plan Documents: Dynegy Northeast Generation, Inc. Dependent
Care Reimbursement Account Program; Summary Plan Description and
Administrative Services Contract with TaxSaver, Inc.
    
    Plan Administrators: With respect to spending account benefits provided or
administered under its contract, TaxSaver shall have the following powers, duties and
responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Dependent Care Reimbursement
Account Program, such interpretation decision thereof to be final and conclusive
on all persons claiming benefits under the Plan with respect to the Dynegy
Northeast Generation, Inc. Dependent Care Reimbursement Account
Program;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc.
Dependent Care Reimbursement Account Program, any such decision thereof to be
final and conclusive on all persons;
  B-5




---



##### 



(3)
    
    The sole discretionary authority to process and determine benefit claims and benefit
claims appeals under the Dynegy Northeast Generation, Inc. Dependent Care
Reimbursement Account Program except to the extent the Plans claims procedures expressly
provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate to be its
fiduciary responsibility with respect to the Dynegy Northeast Generation, Inc. Dependent
Care Reimbursement Account Program and the Plan.
  (1)
    
    All administrative responsibility with respect to salary reduction payroll processing;(2)
    
    In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Northeast Generation, Inc. Dependent Care Reimbursement Account Program, its
decision thereof to be final and conclusive on all persons;(3)
    
    To prepare and distribute information explaining the Dynegy Northeast Generation, Inc.
Dependent Care Reimbursement Account Program Plan including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;(4)
    
    To perform any and all reporting and disclosure required with respect to the Dynegy
Northeast Generation, Inc. Dependent Care Reimbursement Account Program under applicable
provisions of ERISA;(5)
    
    To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Northeast Generation, Inc. Dependent Care Reimbursement Account Program;(6)
    
    To correct any defect or supply any omission or recover any inconsistency that may
appear in the Constituent Benefit Plan Documents with respect to the Dynegy Northeast
Generation, Inc. Dependent Care Reimbursement Account Program, in such manner and to such
extent as it deems expedient; and(7)
    
    To employ and compensate such accountants, attorneys and other agents and employees as
it may deem necessary or advisable in the appropriate and efficient administration of the
Plan with respect to the Dynegy Northeast Generation, Inc. Dependent Care Reimbursement
Account Program.
  B-6




---



##### 



V.
    
    Dynegy Northeast Generation, Inc. Group Life Insurance and Accidental Death and
Dismemberment Insurance Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Description and Insurance
Contract with Aetna Life Insurance Company.
    
    Plan Administrators: With respect to benefits provided or administered under
its contract, Aetna Life Insurance Company shall have the following powers, duties and
responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Group Life Insurance Plan, such
interpretation decision thereof to be final and conclusive on all persons
claiming benefits under the Plan with respect to the Dynegy Northeast
Generation, Inc. Group Life Insurance Plan;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Group
Life Insurance Plan, any such decision thereof to be final and conclusive on all
persons;(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation, Inc.
Group Life Insurance Plan except to the extent the Plans claims procedures
expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate
to be its fiduciary responsibility with respect to the Dynegy Northeast
Generation, Inc. Group Life Insurance Plan.
  (1)
    
    In its sole discretionary
authority, to determine elligibility
under the terms of the Dynegy Northeast Generation, Inc. Group Life Insurance
Plan, its decision thereof to be final and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy
Northeast Generation, Inc. Group Life Insurance Plan including, but not limited
to, all materials and information required to be distributed pursuant to ERISA;
  B-7




---



##### 



(3)
    
    To perform any and all reporting and disclosure required with respect to the
Dynegy Northeast Generation, Inc. Group Life Insurance Plan under applicable
provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Group Life Insurance Plan;(5)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan Documents with
respect to the Dynegy Northeast Generation, Inc. Group Life Insurance Plan, in
such manner and to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other agents
and employees as it may deem necessary or advisable in the appropriate and
efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Group Life Insurance Plan.
 VI.
    
    Dynegy Northeast Generation, Inc. Long Term Disability Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan
Documents: Summary Plan Description.
    
    Plan Administrator: The Company shall be the Plan Administrator with respect to
any and all administrative fiduciary powers and duties with respect to the Dynegy
Northeast Generation, Inc. Long Term Disability Plan, including, but not limited to,
the following powers and duties:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Long Term Disability Plan for Bargaining
Unit Employees, such interpretation decision thereof to be final and conclusive
on all persons claiming benefits under the Plan with respect to the Dynegy
Northeast Generation, Inc. Long Term Disability Plan for Bargaining Unit
Employees;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Long
Term Disability Plan for Bargaining Unit Employees, any such decision thereof to
be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation, Inc.
Long Term Disability Plan for Bargaining Unit Employees except to the extent the
Plans claims procedures expressly provides otherwise; and
  B-8




---



##### 



(4)
    
    Any such other powers and duties as the Company shall designate to be
its fiduciary responsibility with respect to the Dynegy Northeast
Generation, Inc. Long Term Disability Plan for Bargaining Unit
Employees.(5)
    
    In its sole discretionary authority, to determine
eligibility under the terms of the Dynegy Northeast Generation, Inc.
Long Term Disability Plan for Bargaining Unit Employees, its decision
thereof to be final and conclusive on all persons;(6)
    
    To prepare and distribute information explaining
the Dynegy Northeast Generation, Inc. Long Term Disability
Plan for Bargaining Unit Employees including, but not limited to,
all materials and information required to be distributed pursuant to
ERISA;(7)
    
    To perform any and all reporting and disclosure
required with respect to the Dynegy Northeast Generation, Inc. Long Term
Disability Plan for Bargaining Unit Employees under applicable
provisions of ERISA;(8)
    
    To sue or cause suit to be brought in the name of
the Plan with respect to the Dynegy Northeast Generation, Inc. Long Term
Disability Plan for Bargaining Unit Employees;(9)
    
    To correct any defect or supply any omission or
recover any inconsistency that may appear in the Constituent Benefit
Plan documents with respect to the Dynegy Northeast Generation, Inc.
Long Term Disability Plan for Bargaining Unit Employees, in such manner
and to such extent as it deems expedient; and(10)
    
    To employ and compensate such accountants,
attorneys and other agents and employees as it may deem necessary or
advisable in the appropriate and efficient administration of the Plan
with respect to the Dynegy Northeast Generation, Inc. Long Term
Disability Plan for Bargaining Unit Employees.
 VII.
    
    Dynegy Northeast Generation, Inc. Pre-Tax Premium and Benefits Program
 
    
    Participating Employers: Dynegy Northeast Generation, Inc. (until January 30,
2002)
    
    Constituent Benefit Plan Documents: Dynegy Northeast
Generation, Inc, Pre-Tax Premium and Benefits Program, Summary Plan Description
and Administrative Contract with TaxSaver, Inc.
  B-9




---



##### 




    
    Plan Administrators: With respect to spending account
benefits provided or administered under its contracts, TaxSaver, Inc. shall
have the following powers, duties and responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all matters of fact and Plan
interpretation in granting or denying benefits under the Dynegy Northeast Generation, Inc.
Pre-Tax Premium and Benefits Program, such interpretation decision thereof to be final and
conclusive on all persons claiming benefits under the Plan with respect to the Dynegy
Northeast Generation, Inc. Pre-Tax Premium and Benefits Program;(2)
    
    The sole discretionary authority to determine and authorize payment of medical benefits
under the Dynegy Northeast Generation, Inc. Pre-Tax Premium and Benefits Program, any such
decision thereof to be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit claims and benefit
claims appeals under the Dynegy Pre-Tax Premium and Benefits Program except to the extent
the Plans claims procedures expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate to be its fiduciary
responsibility with respect to the Dynegy Northeast Generation, Inc. Pre-Tax Premium and
Benefits Program.
  (1)
    
    All administrative responsibility with respect to salary reduction payroll processing
and pre-tax premium conversions;(2)
    
    In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Northeast Generation, Inc. Pre-Tax Premium and Benefits Program, its decision
thereof to be final and conclusive on all persons;(3)
    
    To prepare and distribute information explaining the Dynegy Northeast Generation, Inc.
Pre-Tax Premium and Benefits Program including, but not limited to, all materials and
information required to be distributed pursuant to ERISA;(4)
    
    To perform any and all reporting and disclosure required with respect to the Dynegy
Northeast Generation, Inc. Pre-Tax Premium and Benefits Program under applicable provisions
of ERISA;(5)
    
    To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Northeast Generation, Inc. Pre-Tax Premium and Benefits Program;
  B-10




---



##### 



(6)
    
    To correct any defect or supply any omission or recover any inconsistency that may
appear in the Constituent Benefit Plan Documents with respect to
the Dynegy Northeast Generation, Inc. Pre-Tax Premium and Benefits Program,
in such manner and to such extent as it deems expedient; and(7)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Pre-Tax Premium and Benefits Program.
 VIII.
    
    Dynegy Northeast Generation, Inc. Business Travel Accident Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Description and Insurance
Contract with Hartford Insurance Company.
    
    Plan Administrators: With respect to benefits provided or administered under
its contract, Hartford Insurance Company shall have the following powers, duties and
responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Business Travel Accident Plan,
such interpretation decision thereof to be final and conclusive on all persons
claiming benefits under the Plan with respect to the Dynegy Northeast
Generation, Inc. Business Travel Accident Plan;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Business
Travel Accident Plan, any such decision thereof to be final and conclusive on
all persons;(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation, Inc.
Business Travel Accident Plan except to the extent the Plans claims procedures
expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate
to be its fiduciary responsibility with respect to the Dynegy Northeast
Generation, Inc. Business Travel Accident Plan.
  B-11




---



##### 



(1)
    
    In its sole discretionary authority, to determine eligibility under the terms
of the Dynegy Northeast Generation, Inc. Business Travel Accident Plan, its
decision thereof to be final and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy
Northeast Generation, Inc. Business Travel Accident Plan including, but not
limited to, all materials and information required to be distributed pursuant to
ERISA;(3)
    
    To perform any and all reporting and disclosure required with
respect to the Dynegy Northeast Generation, Inc. Business Travel Accident under
applicable provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Business Travel Accident Plan;(5)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan Documents with
respect to the Dynegy Northeast Generation, Inc. Business Travel Accident Plan,
in such manner and to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Business Travel Accident Plan.
 IX.
    
    Dynegy Northeast Generation, Inc. Dental Plan
 
    
    Participating Employers: Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Description and Insurance Contract
with Prudential Insurance Company.
    
    Plan Administrators: With respect to benefits provided or administered under
its contract, Prudential Insurance Company shall have the following powers, duties and
responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation, Inc. Dental Plan, such interpretation
decision thereof to be final and conclusive on all persons claiming benefits
under the Plan with respect to the Dynegy Northeast Generation, Inc. Dental
Plan;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation, Inc. Dental
Plan, any such decision thereof to be final and conclusive on all persons;
  B-12




---



##### 



(3)
    
    The sole discretionary authority to process and determine benefit claims and
benefit claims appeals under the Dynegy Northeast Generation, Inc. Dental Plan
except to the extent the Plans claims procedures expressly provides
otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate
to be its fiduciary responsibility with respect to the Dynegy Northeast
Generation, Inc. Dental Plan.
  (1)
    
    In its sole discretionary authority, to determine eligibility
under the terms of the Dynegy Northeast Generation, Inc. Dental Plan, its
decision thereof to be final and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy
 Northeast Generation, Inc. Dental Plan including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;(3)
    
    To perform any and all reporting and disclosure required with
respect to the Dynegy Northeast Generation, Inc. Dental Plan under applicable
provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Northeast Generation, Inc. Dental Plan;(5)
    
    To correct any defect or supply any omission or recover any
inconsistency that may appear in the Constituent Benefit Plan documents with
respect to the Dynegy Northeast Generation, Inc. Dental Plan, in such manner and
to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Dental Plan.
 X.
    
    Dynegy Northeast Generation, Inc. Vision Plan
 
    
    Participating Employers:
Dynegy Northeast Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Description and Insurance
Contract with Vision Services Plan.
  B-13




---



##### 




    
    Plan Administrators: With respect to benefits provided or administered under its contract,
Vision Services Plan shall have the following powers, duties and responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all matters of fact
and Plan interpretation in granting or denying benefits under the Dynegy Northeast
Generation, Inc. Vision Plan, such interpretation decision thereof to be final and
conclusive on all persons claiming benefits under the Plan with respect to the Dynegy
Northeast Generation, Inc. Vision Plan;(2)
    
    The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Northeast Generation, Inc. Vision Plan, any such decision
thereof to be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit claims and
benefit claims appeals under the Dynegy Northeast Generation, Inc. Vision Plan except
to the extent the Plans claims procedures expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate to be its
fiduciary responsibility with respect to the Dynegy Northeast Generation, Inc. Vision
Plan.
  (1)
    
    In its sole discretionary authority, to determine eligibility under the terms
of the Dynegy Northeast Generation, Inc. Vision Plan, its decision thereof to be final
and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy Northeast
Generation, Inc. Vision Plan including, but not limited to, all materials and
information required to be distributed pursuant to ERISA;(3)
    
    To perform any and all reporting and disclosure required with respect to the
Dynegy Northeast Generation, Inc. Vision Plan under applicable provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with respect to the
Dynegy Northeast Generation, Inc. Vision Plan;
  B-14




---



##### 



(5)
    
    To correct any defect or supply any omission or recover any inconsistency that
may appear in the Constituent Benefit Plan documents with respect to
the Dynegy Northeast Generation, Inc. Vision Plan, in such manner and to
such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other
agents and employees as it may deem necessary or advisable in the appropriate
and efficient administration of the Plan with respect to the Dynegy Northeast
Generation, Inc. Vision Plan.
 XI.
    
    Dynegy Northeast Generation, Inc. Medical and Group Term Life for Retirees and
Surviving Spouses
 
    
    Participating Employers: Effective January 1, 2002 -Dynegy Northeast
Generation, Inc.
    
    Constituent Benefit Plan Documents: Summary Plan Descriptions; Administrative
Services Contracts with MVP, Centrus and Insurance Contract with Aetna Life Insurance
Co.
    
    Plan Administrators: With respect to benefits provided or administered under
their respective contracts, MVP, Centrus and Aetna Life Insurance Co. shall serve as
benefit claims and claims appeals fiduciaries for the Dynegy Northeast Generation Inc.
Group Medical and Group Term Life Plan and shall have the following powers, duties and
responsibilities:
 (1)
    
    The sole discretionary authority to interpret and decide all
matters of fact and Plan interpretation in granting or denying benefits under
the Dynegy Northeast Generation Medical and Group Term Life Insurance Plan for
Retirees and Surviving Spouses, such interpretation decision thereof to be final
and conclusive on all persons claiming benefits under the Plan with respect to
the Dynegy Northeast Generation Medical and Group Term Life Insurance Plan for
Retirees and Surviving Spouses;(2)
    
    The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Northeast Generation Medical and
Group Term Life Insurance Plan for Retirees and Surviving Spouses, any such
decision thereof to be final and conclusive on all persons;(3)
    
    The sole discretionary authority to process and determine benefit
claims and benefit claims appeals under the Dynegy Northeast Generation Medical
and Group Term Life Insurance Plan for Retirees and Surviving Spouses except to
the extent the Plans claims procedures expressly provides otherwise; and(4)
    
    Any such other powers and duties as the Company shall designate
to be its fiduciary responsibility with respect to the Dynegy Northeast
Generation Medical and Group Term Life Insurance Plan for Retirees and Surviving
Spouses.
  B-15




---



##### 



The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not disclosed above with respect to the Dynegy Northeast Generation
Medical and Group Term Life Plan for Retirees and Surviving Spouses, including, but not limited
to, the following powers and duties:
 (1)
    
    In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Northeast Generation Medical and Group Term Life Insurance Plan for Retirees and
Surviving Spouses, its decision thereof to be final and conclusive on all persons;(2)
    
    To prepare and distribute information explaining the Dynegy Northeast Generation
Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses including,
but not limited to, all materials and information required to be distributed pursuant to
ERISA;(3)
    
    To perform any and all reporting and disclosure required with respect to the Dynegy
Northeast Generation Medical and Group Term Life Insurance Plan for Retirees and Surviving
Spouses under applicable provisions of ERISA;(4)
    
    To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Northeast Generation Medical and Group Term Life Insurance Plan for Retirees and Surviving
Spouses;(5)
    
    To correct any defect or supply any omission or recover any inconsistency that may
appear in the Constituent Benefit Plan Documents with respect to the Dynegy Northeast
Generation Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses,
in such manner and to such extent as it deems expedient; and(6)
    
    To employ and compensate such accountants, attorneys and other agents and employees as
it may deem necessary or advisable in the appropriate and efficient administration of the
Plan with respect to the Dynegy Northeast Generation Medical and Group Term Life Insurance
Plan for Retirees and Surviving Spouses.
  B-16