Filed by Bowne Pure Compliance





Exhibit 10.72




SECOND AMENDMENT TO THE DYNEGY INC. COMPREHENSIVE

WELFARE BENEFITS PLAN




WHEREAS, Dynegy Inc. (the “Company”) and certain of its affiliates (“Participating
Employers”) have previously adopted the Dynegy Inc. Comprehensive Welfare Benefits Plan, effective
as of January 1, 2002 and as subsequently amended (the “Plan”);



WHEREAS, the Working Families Tax Relief Act of 2004, Pub. L. No. 108-311, (“WFTRA”) amends
Section 152 and other sections of the Internal Revenue Code (“Code”) with respect to the
definitions of “Dependents” and “Qualifying Individuals” effective as of January 1, 2005;



WHEREAS, Internal Revenue Service Notice 2004-79, I.R.B. 2004-49 provides that the intent of
Congress was not to change the definition of “Dependent” for purposes of employer-provided health
plans and that an employee may exclude from gross income the value of employer-provided coverage
for an individual who meets the definition of a “Qualifying Relative” except that the individual’s
gross income equals or exceeds the exemption amount;



WHEREAS, Section 8.1 of the Plan provides that the Company may amend the Plan and any or all
Constituent Benefit Programs incorporated therein on behalf of itself and the Participating
Employers;



WHEREAS, the Company desires to clarify that Code Section 152, as amended by WFTRA, shall not
apply to any Constituent Benefit Program providing group health benefits under the Plan and to
amend the Plan in certain other respects;


 


 









 





NOW, THEREFORE, in consideration of the premises above, the Plan shall be, and hereby is
amended as follows effective as hereinafter provided:



I.




Effective as of January 1, 2005, Section 1.1(c) of
the Dynegy Inc. Health Care Spending Account Program,
a Constituent Benefit Program under the Plan, is
hereby amended in its entirety to provide as follows:




“(c) Dependent: Any individual who is a dependent of a Program Participant
as defined or determined by the terms of the Dynegy Inc. Group Medical Plan. Any
child to whom section 152(e) of the Code applies shall be treated as a Dependent of
either parent for purposes of the Program.”



II.




Effective as of January 1, 2005, Section 1-1 (c) of the Dynegy Inc. Health Care Spending
Account Program for Eligible Employees Covered Under a Collective Bargaining Agreement, a
Constituent Benefit Program under the Plan, is hereby amended in its entirety to provide as
follows:




“(c) Dependent: Any individual who is a dependent of a Program Participant
as defined or determined by the terms of Dynegy Inc. Group Medical Plan. Any child
to whom section 152(e) of the Code applies shall be treated as a Dependent of either
parent for purposes of the Program.”



III.




Effective immediately prior to January 1, 2005, the Dynegy Inc. Severance Pay Plan and the
Dynegy Inc. Executive Severance Pay Plan (jointly, the “Severance Pay Plans”) shall cease to be
Constituent Benefit Programs under the Plan. Therefore, Appendix B to the Plan is hereby amended by
deleting Sections X and XI. Following this amendment, the Severance Pay Plans shall be treated as
separate plans, providing benefits in accordance with their terms and subject to applicable law.


 


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IV.




Except as modified herein, the Plan shall remain in full force and effect.



IN WITNESS WHEREOF, the undersigned has caused this Second Amendment to the Plan to be executed this 28th day of December
2004, to be effective as provided above.



	 	 	 	 	 
	 	DYNEGY INC.

 	 
	 	By:  	/s/ [ILLEGIBLE]	 
	 	 	Title:  	Chairman - BPC 	 




 


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