Filed by Bowne Pure Compliance





Exhibit 10.78




FIRST AMENDMENT TO THE DYNEGY NORTHEAST GENERATION, INC.

COMPREHENSIVE WELFARE BENEFITS PLAN




Effective 4/20/05




WHEREAS, the Health Insurance Portability and Accountability Act of 1996 (the “Act”) and
regulations promulgated thereunder at 45 C.F.R. Part 164, subpart C (“HIPAA Security Regulations”)
impose certain obligations on group health plans and plan sponsors with respect to electronic
protected health information;



WHEREAS, Section 8.1 of the Dynegy Northeast Generation, Inc. Comprehensive Welfare Benefits
Plan, effective as of January 1, 2002, and as subsequently amended (the “Plan”), provides that
Dynegy Northeast Generation, Inc. (the “Company”) may amend the Plan and any or all Constituent
Benefit Programs incorporated therein; and



WHEREAS, effective April 20, 2005, the Company implemented its program of compliance with the
HIPAA Security Regulations;



WHEREAS, reflecting such de facto compliance, the Company desires to formally adopt and
execute an amendment to the Plan to comply with certain requirements of the HIPAA Security
Regulations;



NOW, THEREFORE, in consideration of the premises above, effective April 20, 2005, Article XIV
of the Plan shall be, and hereby is amended in the following respects:




 


 









 





I.




Section 14.1 of the Plan is hereby deleted and replaced in its entirety by the following:


14.1 Purpose of Article.




The purpose of this Article XIV is to cause the Plan to comply with the Health
Insurance Portability and Accountability Act of 1996 (the “Act”) and the regulations
adopted thereunder at 45 C.F.R. Parts 160 and 164, subparts C and E (the
“Regulations”). This Article is to be construed and interpreted in accordance with
such purposes. Terms used in this Article shall have the meanings set forth in the
Regulations. In the event of a conflict between a Plan definition of a term and that
provided in the Regulations, the definition in the Regulations shall govern for
purposes of this Article XIV.




II.




New subsections (11) and (12) are added to Section 14.4 of the Plan to provide as follows:




(11) The Company will implement administrative, physical, and technical safeguards that
reasonably and appropriately protect the confidentiality, integrity, and availability of
the electronic PHI that it creates, receives, maintains or transmits on behalf of the
Plan (except with respect to enrollment and disenrollment information, SHI and PHI
disclosed pursuant to an authorization under Section 164.508 of the Regulations) and
shall ensure that any agents (including subcontractors) to whom it provides such
electronic PHI agree to implement reasonable and appropriate security measures to
protect such information; and




(12) The Company will report to the Plan any security incident of which it becomes
aware.



Ill.





The following sentence is added to the end of 14.5(1) of the Plan:




The Company will ensure that the provisions of this Section 14.5 are supported by
reasonable and appropriate security measures to the extent that the designees have
access to electronic PHI.


 


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IV.




A new Section 14.8 is added to the Plan to provide as follows:




14.8 Security Officer. The Company shall appoint a security officer for
the Plan. The Company may remove the Plan’s then existing security officer at any time
upon written notice provided that the Company has appointed a successor security
officer for the Plan. Any security officer appointed for the Plan shall signify his or
her consent to act as security officer for the Plan in writing to the Company. In
general, the
security officer shall have the responsibility to oversee all ongoing activities
related to the development, implementation, maintenance of, and adherence to the Plan’s
policies and procedures covering the security of, and access to electronic personal and
protected health information in compliance with the federal and state laws and the
Plan’s information security practices. The Plan security officer’s duties and
responsibilities shall focus upon the operation and administration of the Plan
(including activities conducted via the services of insurers, business associates, such
as third-party administrators, COBRA vendors and utilization review organizations, and
employees and agents of the Company) and the activities of the Company regarding the
Plan in its capacity as sponsor of the Plan. In order to carry out such general powers,
duties and responsibilities, the Plan’s security officer shall have such specific
powers, duties and responsibilities as may be specified from time to time by the
Company or its designee.



V.




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



IN WITNESS WHEREOF, the undersigned has caused this First Amendment to
the Plan to be executed this 6 day of September 2005, to be effective as provided above.



	 	 	 	 	 
	 	DYNEGY NORTHEAST GENERATION, INC.

 	 
	 	By:  	/s/
J. Kevin Blodgett
 	 
	 	 	Title:
Sr VP Human Resources 	 
	 	 	 	 



 


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