Filed by Bowne Pure Compliance



 

Exhibit 10.71




FIRST AMENDMENT TO THE DYNEGY INC. COMPREHENSIVE

WELFARE BENEFITS PLAN




WHEREAS,
Dynegy Inc., Illinova Corporation (“Illinova”), Illinova Generating Company and
Ameren Corporation (“Ameren”) entered into that certain Stock Purchase Agreement under which
Ameren will acquire all of the outstanding common and preferred stock of Illinois Power Company
(“IPC”) owned by Illinova; and



WHEREAS, effective immediately prior to the “Closing Date,” as such term is defined under
Section 2.4 of the Agreement (the “Closing Date”), IPC will cease to be a “Participating
Employer” under the Dynegy Inc. Comprehensive Welfare Benefits Plan, effective as of January 1,
2002, as amended (the “Plan”);



NOW, THEREFORE, in consideration of the above premises, the Plan shall be, and hereby is
amended in the following respects, effective immediately prior to the Closing Date:



I.




Effective immediately prior to the Closing Date, IPC shall, pursuant to Section 9.6(e) of the
Plan, cease to be a “Participating Employer” under the Plan (and all “Constituent Benefit
Programs,” as such term is defined in Section 1.1(10) of the Plan, thereunder) and any individual
who is an employee of IPC and who is not a participant in the Plan as of the day preceding the
Closing Date will not be eligible to become a participant in the Plan. As of the Closing Date, no
Transferred Employees (within the meaning of the Agreement) or any other employee, former employee,
or Retiree (within the meaning of the Agreement) of IPC will participate in the Plan, other than as
required by applicable law or as expressly required by and subject to all limitations and
conditions of the Agreement. As of the Closing Date, no current or former employee of IPC,
including, any Retiree, shall be an “Eligible Employee” under the Plan.


 


 









 





II.




Appendix B to the Plan is hereby amended by deleting any and all references to “Illinois
Power Company” as a “Participating Employer” in Sections I through VI, VIII, X and XI.



III.




Section Xll of Appendix B is hereby amended by revising all references to the name of the
plan described in Section Xll to “Dynegy Inc. Health Care Spending Account Program for Employees
Covered Under a Collective Bargaining Agreement”. All references to “Illinois Power Company” are
hereby deleted. No rights or obligations under Section Xll shall be affected by reason of amending
this Section XII.



IV.




Section XIII of Appendix B is hereby amended by revising all references to the name of the
plan described in Section XIII to “Dynegy Inc. Dependent Care Spending Account Program for
Employees Covered Under a Collective Bargaining Agreement”. No rights or obligations under Section
XIII shall be affected by reason of amending this Section XIII.



V.




Section XIV of Appendix B is hereby amended by revising all references to the name of the plan
described in Section XIV to the “Dynegy Inc. Section 125 Flexible Benefits Program for Employees
Covered Under a Collective Bargaining Agreement”. All references to “Illinois Power Company” are hereby deleted. No rights or obligations under
Section XIV shall be affected by reason of amending this Section XIV.


 


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VI.




As of the Closing Date, the unused balance of any Health Care Spending Account and/or
Dependent Care Spending Account of each Transferred Employee under a Constituent Benefit Program
shall be transferred to a similar, tax-qualified account sponsored by Ameren in accordance with
Section 6.2(d)(vii) of the Agreement.



VII.




Section XVI of Appendix B is hereby amended by deleting any and all references to “Illinois
Power Company” as a “Participating Employer” and deleting the references to the “Illinois Power
Company Welfare Benefit Trust for Salaried Retirees” and the “Illinois Power Company Welfare
Benefit Trust for Retirees Covered by a Collective Bargaining Agreement” as “Constituent Benefit
Plan Documents”.



VIII.





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 29 day September 2004, to be effective as provided above.



	 	 	 	 	 
	 	DYNEGY INC.

 	 
	 	By:  	/s/ J. Kevin Blodgett
 	 
	 	 	J. Kevin Blodgett	 
	 	 	Title: 	Sr. Vice President, Human Resources	 




 


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