Filed by Bowne Pure Compliance




 Exhibit 10.41





SEVENTH AMENDMENT

TO THE

SITHE STABLE PENSION ACCOUNT PLAN




This Seventh Amendment to the Sithe Stable Pension Account Plan is made and entered into by
Sithe Energies, Inc. (the “Company”) this 4th day of December, 2007, effective as of
January 1, 2008.



W I T N E S S E T H:




WHEREAS, the Company and its predecessors have previously adopted the Sithe Stable Pension
Account Plan, effective January 1, 2000 and as subsequently amended (the “Plan”); and



WHEREAS, the Company and its delegates are authorized and empowered to amend the Plan
pursuant to Section 11.1 of the Plan; and



WHEREAS, the Dynegy Inc. Benefit Plans Committee met and approved on August 23, 2007 certain
changes to the Plan for compliance with the Pension Protection Act of 2006 (“PPA”) and the Company
desires to approve the specific Plan amendments for these changes.




NOW, THEREFORE, the Plan is hereby amended as of January 1, 2008 as follows:



 


 









 




I.





Section 1.4 is amended by adding at the end as follows:




“The Applicable Interest Rate is the annual rate of interest determined in
accordance with Code Section 417(e)(3)(C) for the lookback month preceding the
first day of the stability period. For purposes of this Paragraph, prior to January
1, 2008, the annual rate was the rate of
interest on 30-year Treasury securities. On and after January 1, 2008, the annual rate is
the adjusted first, second and third segment rates applied under rules similar to the rules
of Code Section 430(h)(2)(C) for the month before the date of the distribution or such
other time as the Secretary of the Treasury may prescribe by regulation. For purposes of
this Paragraph, the adjusted first, second and third segment rates are the first, second
and third segment rates which would be determined under Code Section 430(h)(2)(c) if (i)
Code Section 430(h)(2)(D) were applied by substituting the average yields for the month
described in clause (ii) for the average yields for the 24-month period described in such
section; (ii) Code Section 430(h)(2)(G)(i)(ll) were applied by substituting “section
417(e)(3)(A)(ii)(ll)” for “section 412(b)(5)(B)(ii)(ll)”; and (iii) the applicable
percentage under Code Section 430(h)(2)(G) were determined in accordance with the following
table:



	 	 	 	 	 
	For Plan Year	 	Applicable Percentage
	 
	 	 	 	 
	2008

	 	 	20	%
	 
	 	 	 	 
	2009

	 	 	40	%
	 
	 	 	 	 
	2010

	 	 	60	%
	 
	 	 	 	 
	2011

	 	 	80	%”







II.




Article I is amended by adding a new section, Section 1.35A, immediately
following Section 1.35, as follows:



“1.35A ‘QuaIified Optional Survivor Annuity’: An annuity for the life of the Participant
with a survivor annuity for the life of the spouse which is equal to 75% of the
annuity which is payable during the joint lives of the Participant and the spouse that
is the Actuarial Equivalent of the standard form of benefit and that is provided in
compliance with section 417(g) of the Code commencing as of January 1, 2008.”


 


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III.




Section 4.2(b) is amended by inserting the phrase, “including as of January 1,
2008, the election or waiver of a Qualified Optional Survivor” after the phrase “and other rules
and restrictions in this Article 4”.



IV.




Section 4.3(a)(4)(B) is amended by deleting the first sentence and replacing it with the following:




“The term ‘Qualified Election’ shall mean an election to waive the applicable standard
form of annuity and, effective January 1, 2008, to elect or waive the Qualified
Optional Survivor Annuity.”



V.




Section 4.3(b) is amended by inserting the phrase “or the Qualified Optional Survivor Annuity”
after the phrase “in the standard benefit form set forth in Section 4.2” in the first sentence.



VI.




Appendix B, Section B8.1 is amended by adding at the end the following:

“or, effective as of January 1, 2008, a Qualified Optional Survivor Annuity as provided under
Section 4.3:”



VII.




Except as amended herein, the provisions of the Plan shall remain in full force and effect.


 


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IN WITNESS WHEREOF, this Seventh Amendment has been executed by the duly designated officer
and is effective as of the dates set forth hereinabove.



	 	 	 	 	 
	 	Sithe Energies, Inc.

 	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Title: Chairman, Dynegy Benefit Committee	 




 


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