Filed by Bowne Pure Compliance






	 	 	 	 	 



Exhibit 10.79




SECOND AMENDMENT TO

DYNEGY NORTHEAST GENERATION, INC.

COMPREHENSIVE WELFARE BENEFITS PLAN





WHEREAS, Dynegy Northeast Generation, Inc. (“DNE”) and certain of its affiliates have
previously adopted the Dynegy Northeast Generation, Inc. Comprehensive Welfare Benefits Plan (the
“Plan”) which includes components that
are “group health plans” for purposes of the protected health information privacy rules enacted
under the Health Insurance Portability and Accountability Act of 1996 (the “Act”) and the
regulations promulgated thereunder (the “Regulations”); and



WHEREAS, DNE desires to amend the Plan with regard to certain privacy
requirements imposed under the Act and Regulations on behalf of itself and all affiliates and in
certain other respects; and



WHEREAS, the Plan is a “hybrid entity,” as such term is defined in section 164.103 of the
Regulations, which has designated those of its components that constitute “health care
components,” as such term is defined in section 164.103 of the Regulations, has documented such
designation as required pursuant to section 164.105(c)(1) of the Regulations and has established
adequate separation between such health care components and the non-health care components as
required by section 164.504 of the Regulations such that the terms of this Plan amendment shall
only apply with respect to the designated health care components of the Plan; and



WHEREAS, such designated health care components of the Plan consist of the following (as such
components are identified on Appendix B to the Plan document): the DNE Group Medical Plan, the DNE
Employee Assistance Plan; the DNE Dental Plan; the DNE Vision Plan and the medical benefits
program of DNE Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses;



 


 









 





“ARTICLE XIV

RESTRICTIONS REGARDING

PROTECTED HEALTH INFORMATION



NOW, THEREFORE, the Plan shall be and hereby is amended as follows, effective as hereinafter
provided:



1. Effective as of April 14, 2003 for Plan Health Care Components that have annual receipts of
$5,000,000 or more, and effective as of April 14, 2004 for all other Plan Health Care Components,
Article XIV of the Plan is hereby amended in its entirety to provide as fellows:




14.1 Purpose of Article. The purpose of this Article XIV is to cause the Plan to
comply with the Act and 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.




14.2 Definitions. For purposes of this Article XIV, the following terms shall have
the following meanings:




	 	(A)	 	Act: The Health Insurance Portability and Accountability Act of 1996.

	 
	 	(B)	 	Benefit Plans
Committee: The Dynegy Inc. Benefit Plans Committee.

	 
	 	(C)	 	Business Associate: Individual or entity, other than an employee of the
Employer or Dynegy Inc., that provides services to the Plan, such as a third party
administrator, COBRA vendor or utilization review organization.

	 
	 	(D)	 	Contact Person: The person appointed to serve as contact person pursuant
to Section 14.8 and Article III of the Manual for purposes
of complaints.

	 
	 	(E)	 	Employer: The Company, each Participating Employer and
Dynegy Inc.

	 
	 	(F)	 	Health Component: Any of the health components of the Plan designated as
such by the Dynegy Inc. Benefit Plans Committee consisting of the DNE Group Medical
Plan, the DNE Employee Assistance Plan; the DNE Dental Plan; the DNE Vision Plan and the
medical benefits program of DNE Medical and Group Term Life Insurance Plan for Retirees
and Surviving Spouses; and any health maintenance organization offered as a benefit
alternative under the Plan.

	 
	 	(G)	 	Manual: The Dynegy Northeast Generation, Inc. Comprehensive Welfare
Benefits Plan Protected Health
Information Policies and Procedures.





 


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	 	(H)	 	Non-Health Components: Components of the Plan other than the Health
Components.

	 
	 	(I)	 	PHI: Individually identifiable health information which is protected
pursuant to the Act and the Regulations.

	 
	 	(J)	 	Privacy Officer: The individual or entity appointed to serve as the
Plan’s Privacy Officer pursuant to Section 14.7 and Article III of the Manual.

	 
	 	(K)	 	Regulations: The regulations promulgated pursuant to the Act at 45
C.F.R. Parts 160 and 164, Subpart E and, effective as of April 20, 2005, Subpart C.

	 
	 	(L)	 	Security Officer: Effective as of April 20, 2005, the individual or entity appointed to serve as the Plan’s Security Officer pursuant to Section 14.10.

	 
	 	(M)	 	SHI: Information that summarizes the claims history, claims expense or
type of claims experienced by covered persons under the Plan as such term is described
in Section 164.504 of the Regulations.






14.3 Provision of Information to the Employer Pursuant to Authorization. A Health
Component may at any time disclose to and the Employer may receive from a Health Component PHI
if such disclosure and use is pursuant to and in accordance with a valid authorization from the
individual who is the subject of such information.




14.4 Provision of Summary Health Information to Employer. The Employer may receive from a
Health Component and use PHI if the information consists solely of SHI and only if the Employer
certifies to the fiduciaries of the Plan that the information is being requested for one or
more of the following:




	 	(A)	 	For the purpose of enabling the Employer to obtain premium bids from health
insurers for providing health insurance coverage under the Health Component;

	 
	 	(B)	 	For purposes of determining whether and, if so, how to modify or amend the
Health Component; or

	 
	 	(C)	 	For purposes of determining whether and, if so, how to terminate the Health
Component, in whole or in part.





 


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14.5 General Provision of Health Information to Employer. The Employer may receive
from a Health Component and use PHI if (i) the Employer certifies in writing to the Plan’s
fiduciaries that the Plan incorporates the restrictive provisions described in items (A)
through (L) below with respect to its Health Components and the separation requirements
described in Section 14.6 below and (ii) the Employer agrees to comply with the following
restrictions and requirements regarding the PHI which is provided by a Health Component to
the Employer:




	 	(A)	 	The Employer 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 Manual;

	 
	 	(B)	 	The Employer will ensure that any agents, including a subcontractor, to whom it
provides PHI received from a Health Component agree to the same restriction and
conditions that apply to the Employer with respect to such information;

	 
	 	(C)	 	The Employer 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 Employer;

	 
	 	(D)	 	The Employer 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;

	 
	 	(E)	 	The Employer will make PHI available to Participants in accordance with Section
164.524 of the Regulations as set forth in the Manual;

	 
	 	(F)	 	The Employer will provide
Participants with the right to amend their PHI and will
incorporate any amendments to PHI in accordance with Section 164.526 of the Regulations
as set forth in the Manual;

	 
	 	(G)	 	The Employer will provide to Participants an accounting of disclosures of their
PHI for reasons other than treatment, payment or health care operations or pursuant
to an authorization in accordance with Section 164.528 of the Regulations as set forth
in the Manual;





 


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	 	(H)	 	The Employer will make its internal practices, books and records relating to the
use and disclosure of PHI received from a Health Component available to the Secretary
of Health and Human Services for purposes of determining compliance by the Health
Component with the Regulations;

	 
	 	(I)	 	If feasible, the Employer will return or destroy all PHI received from a Health
Component that the Employer 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 Employer will limit further uses and
disclosures to those purposes that make the return or destruction of the information
infeasible;

	 
	 	(J)	 	The Employer will ensure the adequate separation required pursuant to Section 14.6
below;

	 
	 	(K)	 	Effective as of April 20, 2005, the Employer 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

	 
	 	(L)	 	Effective as of April 20, 2005, the Employer will report to the Plan any security
incident of which it becomes aware.







14.6 Adequate Separation. At all times, there shall be adequate separation between
(i) the Health Components and the Employer and (ii) the Health Components and the Non-Health
Components in accordance with the requirements imposed pursuant to Section 164.504(f)(2)(iii) and
Section 164.105(a)(2)(ii) of the Regulations. In order to comply with such adequate separation
requirements:




	 	(A)	 	The only employees, classes of employees or other persons under the control of
the Employer to be given access to PHI disclosed to the Employer or who receive PHI
relating to treatment, payment under, health care operations of, or other matters
pertaining to a Health
Component in the ordinary course of business are those identified in new Appendix C to the
Plan, a copy of which is attached hereto. Appendix C to the Plan may be revised and updated
at the direction of the Privacy Officer. Effective as of April 20, 2005, the Employer 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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	 	(B)	 	The access to and use by the Employer and the other individuals and entities described in
item (A) above is restricted to (i) the Plan sponsor functions with respect to which the Firm
is entitled to receive SHI pursuant to Section 14.4 above, (ii) uses and disclosures described
in an authorization by a Plan Participant, (iii) uses and disclosures that are described to
Plan Participants in the Plan’s notice of privacy practices and (iv) the Health Component
administration functions that the Employer performs in connection with the operation and
administration of the Health Component consisting of:







(i) Any of the following activities of the Health Component:




	 	(1)	 	conducting quality assessment and improvement activities
(provided that the obtaining of generalizable knowledge is not the
primary purpose of any studies resulting from such activities) and related
functions that do not include medical treatment;

	 
	 	(2)	 	evaluating health plan performance;

	 
	 	(3)	 	underwriting, premium rating, and other activities relating to
the creation, renewal or replacement of a contract of health insurance or
health benefits, and ceding, securing, or placing a contract for reinsurance
of risk relating to claims for health care (including stop-loss insurance and
excess of loss insurance), provided that the requirements of Section 164.514
of the Regulations are met, if applicable;





 


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	 	(4)	 	conducting or arranging for medical review, legal services, and auditing
functions, including fraud and abuse detection and compliance programs;

	 
	 	(5)	 	business planning and development, such as conducting cost-management and
planning-related analyses related to managing and operating the Health Component,
including development or improvement of methods of payment or coverage policies; and

	 
	 	(6)	 	business management and general administrative activities of the Health
Component, including, but not limited to management activities relating to
implementation of and compliance with the requirements of the Act and the
Regulations; Health Component participant service activities, including the
provision of data analyses, provided that protected health information is not
disclosed unless such disclosure is permissible under the Act and the Regulations;
resolution of internal grievances; consistent with the applicable requirements of
Section 164.514 of the Regulations, creation of deidentified health information.







(ii) Activities undertaken by the Health Component to obtain premiums or to determine or
fulfill its responsibility for coverage and provision of benefits under the Health Component; or to
obtain or provide reimbursement for the provision of health care; and the following activities to
the extent they relate to the individual(s) to whom health care is provided by the Health
Component:




	 	(1)	 	determinations of eligibility or coverage (including coordination of
benefits or the determination of cost sharing amounts), and adjudication or
subrogation of health benefit claims;





 


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	 	(2)	 	risk adjusting amounts due based on enrollee health status and
demographic characteristics;

	 
	 	(3)	 	billing, claims management, collection activities, obtaining
payment under a contract for reinsurance (including stop-loss insurance and
excess of loss insurance), and related health care data processing;

	 
	 	(4)	 	review of health care services with respect to medical
necessity, coverage under the Health Component, appropriateness of care, or
justification of charges;

	 
	 	(5)	 	utilization review activities, including precertification and
preauthorization of services, concurrent and retrospective review of services;
and

	 
	 	(6)	 	disclosure to consumer reporting agencies of any of the
following protected health information relating to collection of premiums or
reimbursement: name and address; date of birth; social security number;
payment history; account number; and name and address of the health care
provider and/or the Health Component.







	 	(C)	 	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 14.5 above, the noncompliance shall be
reported to the Plan’s Privacy Officer 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 





 


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	 	 	 	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 Employer, the Plan’s Privacy Officer
shall confer with the appropriate executives of the Employer. If the Employer,
following consideration of a proposed sanction from the Plan’s Privacy Officer for
noncompliance with the requirements of sections 14.5 and 14.6 by a person or entity,
determines not to impose such sanction, the Employer 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.







14.7 Privacy Officer. The Benefit Plans Committee shall appoint a Privacy Officer for
the Plan. The Benefit Plans Committee may remove the Plan’s then existing Privacy Officer at any
time upon written notice provided that the Benefit Plans Committee has appointed a successor
Privacy Officer to serve and such successor Privacy Officer has consented to act as Privacy
Officer for the Plan. The Plan Privacy 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 privacy of, and access to, personal health
information in compliance with federal and state laws and the Plan’s information privacy
practices. The Plan Privacy Officer’s duties and responsibilities 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 Employer) and the activities of the Employer
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 Privacy Officer shall have the following specific
powers, duties and responsibilities:




	 	(A)	 	To develop and propose to the Plan fiduciaries a protected health information
policy for the Plan, which policy when adopted shall become the
Privacy Policy.

	 
	 	(B)	 	To provide development guidance and assist in the identification,
implementation, and maintenance of information privacy policies and procedures in
coordination with management and administration, and legal counsel.





 


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	 	(C)	 	To perform initial and periodic information privacy risk assessments and conduct
related ongoing compliance monitoring activities in coordination with information privacy
compliance and operational assessment functions.

	 
	 	(D)	 	To work with legal counsel and management, key departments, and committees to ensure the
Employer has and maintains appropriate privacy and confidentiality consent, authorization
forms, and information notices and materials reflecting current organization and legal practices and requirements.

	 
	 	(E)	 	To oversee, direct, deliver or ensure delivery of initial and privacy training and
orientation to all individuals in the Employer’s workforce who may have access to PHI in
connection with the Plan.

	 
	 	(F)	 	To participate in the development, implementation, and ongoing compliance monitoring of all trading partner and business associate agreements as a
means of ensuring that all privacy concerns, requirements, and responsibilities are
addressed.

	 
	 	(G)	 	To track and monitor access to PHI within the Employer in connection with the operation and
administration of the Plan and its sponsorship by the Employer.

	 
	 	(H)	 	To establish rules to determine when to allow qualified individuals to review or
receive a report on PHI privacy activity.

	 
	 	(I)	 	To work cooperatively with the Human Resources Department and other applicable Employer
offices/personnel in overseeing Plan Participants’ rights to inspect, amend and restrict
access to PHI when appropriate.

	 
	 	(J)	 	To establish and administer
a process for receiving, documenting, tracking, investigating and taking action on all complaints concerning privacy
policies and procedures in coordination and collaboration with other similar functions and,
when necessary, with legal counsel.

	 
	 	(K)	 	To ensure compliance with privacy practices and consistent application of sanctions for
failure to comply with Plan
privacy policies for all individuals in the Employer’s workforce.





 


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	 	(L)	 	To initiate, facilitate and
promote activities to foster information privacy awareness within the Employer.

	 
	 	(M)	 	To review all system-related information security plans throughout the Employer’s
network to ensure alignment between security and privacy practices and to act as a
liaison to the information systems department.

	 
	 	(N)	 	To work with all Employer personnel and Business Associates to ensure full
coordination and cooperation under the Plan’s privacy policies and procedures and legal
requirements.

	 
	 	(O)	 	To maintain current knowledge of applicable federal and state privacy laws and
monitor advancements in information privacy technologies to ensure organizational
adaptation and compliance.







14.8
Contact Person. As provided in the Manual, the Benefit Plans Committee shall
appoint a Contact Person (which may be the same individual, office or entity as is serving as the
Privacy Officer). The Benefit Plans Committee may remove the Plan’s then existing Contact Person at
any time upon written notice provided that if the Benefit Plans Committee has not appointed a
successor Contact Person to serve, the Privacy Officer shall serve as the Contact Person. The
Contact Person shall have the duties and responsibilities set forth
in the Manual.




14.9
Disciplinary Proceedings. The purpose of this Section 14.9 is to establish
appropriate disciplinary sanctions and proceedings with respect to failures to comply with the
privacy standards established by the Act and the Regulations or the policies and procedures set
forth in the Manual. Any complaint brought pursuant to the Plan’s complaint procedure which
involves an alleged failure to comply with HIPAA, the Regulations, the terms of this Amendment or
the Manual shall be referred to the Privacy Officer for consideration as to disciplinary
sanctions and proceedings under this Section 14.9. Similarly, if the Privacy Officer becomes aware
of any other failure to comply with HIPAA, the Regulations, the terms of this amendment or the
Manual, the Privacy Officer shall consider whether such matter is appropriate for disciplinary
sanctions and proceedings under this Section 14.9. If the complaint or other failure involves the
actions of a Business Associate, the appropriate disciplinary sanctions and proceedings shall be
conducted under the terms of the Business



 


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Associate
agreement. If the complaint or other failure involves the actions of the individuals responsible for the
administration of the Plan identified in Section 14.6(A) the appropriate disciplinary sanctions
and proceedings will be conducted under Section 14.6(C). If the complaint or other failure
involves the actions of any other employee or any agent of the Employer, the appropriate
disciplinary sanctions and proceedings shall be conducted under this
Section 14.9. In the case of
either an unresolved complaint or other failure described in Section 14.5(A), the Privacy Officer
shall solicit a response from the person or agent who has been
reported as noncompliant, giving
the person or agent the opportunity to contest the charge of noncompliance or to offer
justification or other reasons why disciplinary sanctions should not be imposed with respect to
the noncompliance. The Privacy Officer shall, after considering all details and facts and
circumstances relating to such an alleged act of noncompliance, determine if a disciplinary
sanction is warranted (which sanction may range from a warning to dismissal from employment, or in
the case of an agent, termination of the agency agreement). Upon determination of a disciplinary
sanction and if the sanction may be imposed under the authority of the Privacy Officer, the
disciplinary sanction shall be imposed. If the disciplinary sanction requires approval of the
Employer, the Privacy Officer shall confer with the appropriate
managers of the Employer. If the
Employer, following consideration of a recommended disciplinary sanction from the Privacy Officer,
determines not to impose such disciplinary sanction, the Employer shall advise the Privacy
Officer. In such event, the Privacy Officer must consider and propose an alternative disciplinary
sanction for the noncompliant person or agent. The Privacy Officer shall ensure that the imposed
disciplinary sanction is adequately communicated to the violator and is enforced. In the event
that a disciplinary sanction triggers any rights of appeal (for instance, under a collective
bargaining agreement), all such rights of appeal shall be available to the violator. In the case
of any such appeal proceedings, the identity of the individual whose privacy rights were violated
shall be removed to the extent feasible.




14.10
Security Officer. Effective as of April 20, 2005, the Benefit Plans Committee
shall appoint a Security Officer for the Plan. The Benefit Plans Committee may remove the Plan’s
then existing Security Officer at any time upon written notice provided that the Benefit Plans
Committee has appointed a successor Security Officer for the Plan. 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 Employer) and the activities of the
Employer 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 Employer or its designee.


 


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14.11 Implementation Authority. The Employer shall have the authority to
enter into and enforce on behalf of the Plan such contracts and agreements (including,
specifically, Business Associate agreements) as may be appropriate or necessary to cause
the Plan to satisfy its obligations under HIPAA and the Regulations.




14.12 Indemnification. The Employer shall indemnify and hold harmless each
employee of the Employer who is identified in Section 14.6(A) as a person who to be given
access to or receive PHI against any and all expenses and liabilities arising out of
such employee’s administrative functions or fiduciary responsibilities in connection with
violations of HIPAA and the Regulations, including but not limited to, any expenses and
liabilities that are caused by or result from an act or omission constituting the
negligence of such employee in the performance of such functions or responsibilities, but
excluding expenses and liabilities arising out of such employee’s own gross negligence
or willful misconduct. Expenses against which such person shall be indemnified include,
but are not limited to, the amounts of any settlement, judgment, costs, counsel fees,
and related charges reasonably incurred in connection with a claim asserted or a
proceeding brought. This Section shall not, however, apply to, and the Employer shall not
indemnify against, any expense that was incurred without the consent or approval of the
Employer, unless such consent or approval has been waived in writing by the Employer.”



2. Effective as of January 1, 2002, Section VI of Appendix B of the Plan is amended in its
entirety to provide as follows:



“VI. Dynegy Northeast Generation, Inc. Long Term Disability Plan




	 	•	 	Participating Employers: Dynegy Northeast Generation, Inc.

	 
	 	•	 	Constituent Benefit Plan Documents: Summary Plan Description,
Insurance Contract with Prudential Insurance Company (the “Prudential
Contract”) and Dynegy Northeast Generation, Inc. Disability Plan.





 


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	 	•	 	Plan Administrator: With respect to long term disability benefits provided or administered under
the Prudential Contract, Prudential Insurance Company shall serve as benefit claims and benefit
appeals fiduciary for the Dynegy Northeast Generation, Inc. Long Term Disability 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 long term disability benefits under the Prudential Contract, such
interpretation decision thereof to be final and conclusive on all persons claiming benefits
under the Prudential
Contract;

	 
	 	(2)	 	The sole discretionary authority to determine and authorize payment of long term disability
benefits under the Prudential Contract, 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 Prudential Contract 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. Long Term Disability
Plan.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties with respect to the Dynegy Northeast Generation, Inc. Long Term
Disability Plan not described above, 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.
Disability 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.
Disability Plan;





 


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	 	(2)	 	The sole discretionary authority to determine and authorize payment of medical benefits
under the Dynegy Northeast Generation, Inc. Disability 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. Disability Plan except to the extent
the Plan’s claims procedures expressly provides otherwise; and

	 
	 	(4)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Northeast Generation, Inc. Long Term Disability Plan, its decision thereof to be
final and conclusive on all persons;

	 
	 	(5)	 	To prepare and distribute
information explaining the Dynegy Northeast Generation, Inc. Long
Term Disability Plan including, but not limited to, all materials and information
required to be distributed pursuant to ERISA;

	 
	 	(6)	 	To perform any and all reporting and disclosure required with respect to the Dynegy
Northeast Generation, Inc. Long Term Disability Plan under applicable provisions of ERISA;

	 
	 	(7)	 	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;

	 
	 	(8)	 	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, in such manner and to such extent as it deems expedient; and

	 
	 	(9)	 	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,”





 


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3. Effective as of January 1, 2006, the following two sentences shall be added at the end of
Article I of the Dynegy Northeast Generation, Inc. Disability Plan, a Constituent Benefit Program
under the Plan (the “Disability Plan”):




“Effective as of January 1, 2006, only employees of the Company who were between the
ages of 50 and 60 and had 15 or more years of service with the Company as of January
1, 2006 shall be eligible to participate in the Plan and, if any such employee becomes
disabled, such employee will be offered the preferential benefit of either the
Company’s long term disability insurance program or the Plan. Also effective as of
January 1, 2006, any employee of the Company other than as described in the preceding
sentence shall not be eligible to participate in the Plan.”



4. Effective as soon as administratively practicable following the date of execution of this
amendment, the last sentence of Article III of the Disability Plan:




“The disability allowance as described above shall be paid in equal (or approximately
equal) installments each month (or other more frequent interval as the Committee may
determine) commencing no later than the first day of the first month after the Company
has declared the eligible employee is disabled and shall terminate upon the occurrence
of any of the events in Article VI effective as of the first day of the month
following the month of such occurrence.”



5. As amended hereby, the Plan is specifically ratified and reaffirmed.



IN WITNESS WHEREOF, the undersigned has caused this Second Amendment
to the Plan to be executed this 18th day of May 2006, to be effective as provided above.



	 	 	 	 	 
	 	DYNEGY NORTHEAST GENERATION, INC.

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



 


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Appendix C




Dynegy Northeast Generation, Inc. Comprehensive Welfare Benefits Plan




Employees and Other Individuals to be Given Access to PHI





	1.	 	Individuals employed by or providing services to the division of the Employer’s Human
Resources Department that deals with the administration and processing of benefit claims under
the Health Components;

	 
	2.	 	The Benefit Plans Committee;

	 
	3.	 	The Privacy Officer;

	 
	4.	 	The Contact Person;

	 
	5.	 	Personnel in the Employer’s payroll and information systems departments who may receive
information as to whether an individual is enrolled in the Plan or has disenrolled;

	 
	6.	 	Effective as of April 20, 2005, the Security Officer.