Filed by Bowne Pure Compliance





Exhibit 10.70




DYNEGY INC.




COMPREHENSIVE WELFARE BENEFITS PLAN




Effective as of January 1, 2002



 


 









 





Dynegy Inc.

Comprehensive Welfare Benefits Plan




WHEREAS, Dynegy Inc. (the “Company”) and certain of its affiliates have established the
welfare benefit plans identified as the prior plans on Appendix A hereto (the “Prior Plans”) for
the benefit of their eligible employees; and



WHEREAS, the Company desires to consolidate the Prior Plans into a single comprehensive
welfare benefit plan in the form of this Dynegy Inc. Comprehensive Welfare Benefits Plan (the
“Plan”) intending thereby to provide an uninterrupted and continuing program of benefits;



NOW, THEREFORE, the Prior Plans are merged into and consolidated with the Plan such that each
such Prior Plan transfers to the Plan its benefit liability obligations and assets effective as of
January 1, 2002 and the Plan accepts and assumes such benefit liability obligations and assets
effective as of January 1, 2002 and each such Prior Plan becomes a part of and a “Constituent
Benefit Program” under, the Plan forming a single comprehensive welfare benefit plan as follows,
effective as of January 1, 2002:




 


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Table of Contents




	 	 	 	 	 
	I. DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	 
	1.1 Definitions
	 	 	1	 
	1.2 Number and Gender
	 	 	3	 
	1.3 Headings
	 	 	3	 
	1.4 Reference to Plan Includes Constituent Benefit Programs
	 	 	3	 
	1.5 Inconsistent Provisions in Constituent Benefit Program Documents
	 	 	3	 
	1.6 Effect Upon Other Plans
	 	 	3	 
	 
	II. ESTABLISHMENT AND PURPOSE OF THE PLAN
	 	 	4	 
	 
	2.1 Establishment and Purpose of the Plan
	 	 	4	 
	2.2 Intention to be Welfare Benefit Plan
	 	 	4	 
	2.3 Incorporation of Constituent Benefit Programs
	 	 	4	 
	 
	III. PARTICIPATION AND DEPENDENT COVERAGE
	 	 	5	 
	 
	3.1 Eligible Employee Coverage
	 	 	5	 
	3.2 Eligible Dependent Coverage
	 	 	5	 
	3.3 Enrollment Without Regard To Medicaid Eligibility
	 	 	6	 
	3.4 Special Enrollment Periods
	 	 	6	 
	 
	IV. THIRD PARTY LIABILITY
	 	 	7	 
	 
	4.1 Effect of Article
	 	 	7	 
	4.2 Third Party Liability Is Primary As to Covered Expenses
	 	 	7	 
	4.3 Plan’s Rights of Reimbursement For Covered Expenses Previously Paid 
	 	 	7	 
	4.4 Plan’s Exclusion of Coverage For Future Covered Expenses
	 	 	7	 
	4.5 Plan’s Rights of Independent Legal Action
	 	 	7	 
	4.6 Attorney Fees, Costs and Expenses
	 	 	7	 
	4.7 Obligations of Participants
	 	 	8	 
	4.8 Limitations on Plan’s Rights of Reimbursement
	 	 	8	 
	 
	V. BENEFIT CLAIMS PROCEDURE
	 	 	9	 
	 
	5.1 Claims For Benefits
	 	 	9	 
	5.2 Definitions
	 	 	9	 
	5.3 Filing of Benefit Claim
	 	 	10	 
	5.4 Processing of Benefit Claim
	 	 	11	 
	5.5 Notification of Adverse Benefit Determination
	 	 	12	 
	5.6 Timing of Adverse Benefit Determination Notification Regarding Health
Benefit Claims
	 	 	12	 
	5.7 Timing of Adverse Benefit Determination Notification Regarding
Disability Benefit Claims
	 	 	14	 
	5.8 Timing of Adverse Benefit Determination Regarding Non-Health and
Disability Claims
	 	 	14	 
	5.9 Review of Adverse Benefit Determination Regarding Health or
Disability Benefit Claims
	 	 	15	 
	5.10 Review of Adverse Benefit Determination Regarding Non-Health and
Disability Benefit Claims
	 	 	16	 
	5.11 Notification of Benefit Determination on Review
	 	 	17	 






 


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	5.12 Timing of Notification Regarding Review of Health Benefit Claims
	 	 	17	 
	5.13 Timing of Notification Regarding Review of Disability Benefit Claims

	 	 	18	 
	5.14 Timing of Notification Regarding Review of Non-Health or Disability
Claims
	 	 	18	 
	5.15 Exhaustion of Administrative Remedies
	 	 	18	 
	5.16 Payment of Benefits
	 	 	18	 
	5.17 Authorized Representatives 
	 	 	19	 
	 
	VI. FUNDING OF PLAN
	 	 	20	 
	 
	6.1 Source of Benefits
	 	 	20	 
	6.2 Participant Contributions
	 	 	20	 
	6.3 HMO Premiums
	 	 	20	 
	6.4 Insurance Premiums
	 	 	20	 
	6.5 Trust
	 	 	20	 
	 
	VII. ADMINISTRATION OF PLAN
	 	 	21	 
	 
	7.1 Plan Administrator
	 	 	21	 
	7.2 Discretion to Interpret Plan
	 	 	21	 
	7.3 Powers and Duties
	 	 	21	 
	7.4 Expenses
	 	 	22	 
	7.5 Right to Delegate
	 	 	22	 
	7.6 Reliance on Reports, Certificates, and Participant Information
	 	 	23	 
	7.7 Indemnification
	 	 	23	 
	7.8 Fiduciary Duty
	 	 	23	 
	7.9 Compensation and Bond
	 	 	23	 
	 
	VIII. AMENDMENT AND TERMINATION OF PLAN
	 	 	24	 
	 
	8.1 Right to Amend
	 	 	24	 
	8.2 Right to Terminate
	 	 	24	 
	S3 Effect of Amendment or Termination
	 	 	24	 
	8.4 Delegation to Benefit Plans Committee
	 	 	24	 
	8.5 Effect of Oral Statements
	 	 	24	 
	 
	IX. MISCELLANEOUS PROVISIONS
	 	 	25	 
	 
	9.1 No Guarantee of Employment
	 	 	25	 
	9.2 Payments to Minors and Incompetents
	 	 	25	 
	9.3 No Vested Right to Benefits
	 	 	25	 
	9.4 Nonalienation of Benefits
	 	 	25	 
	9.5 Unknown Whereabouts
	 	 	26	 
	9.6 Participating Employers
	 	 	26	 
	9.7 Notice and Filing
	 	 	26	 
	9.8 Incorrect Information, Fraud, Concealment, or Error
	 	 	27	 
	9.9 Medical Responsibilities
	 	 	27	 
	9.10 Compromise of Claims
	 	 	27	 
	9.11 Electronic Administration
	 	 	27	 
	9.12 Tax Payments
	 	 	27	 
	9.13 Compensation and Bond
	 	 	28	 
	9.14 Jurisdiction
	 	 	28	 
	9.15 Severabilitv
	 	 	28	 






 


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	X. QUALIFIED MEDICAL CHILD SUPPORT ORDERS
	 	 	29	 
	 
	XI. COBRA CONTINUATION COVERAGE
	 	 	30	 
	 
	XII. FMLA COVERAGE
	 	 	31	 
	 
	XIII. USERRA
	 	 	32	 
	 
	XIV. RESTRICTIONS REGARDING PROTECTED HEALTH INFORMATION
	 	 	33	 
	 
	14.1 Purpose of Article
	 	 	33	 
	14.2 Provision of Information to the Company Pursuant to Authorization 
	 	 	33	 
	14.3 Provision of Summary Health Information to Company
	 	 	33	 
	14.4 General Provision of Health Information to Company
	 	 	34	 
	14.5 Adequate Separation
	 	 	35	 
	14.6 Privacy Officer
	 	 	36	 
	14.7 Coverage and Effective Date
	 	 	38	 
	 
	APPENDIX A
	 	 	A-1	 
	 
	APPENDIX B
	 	 	B-1	 







 


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I.

Definitions and Construction




1.1 Definitions. Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless the context clearly indicates to the
contrary:




	(1)	 	Administrative Services Agreement: The agreement(s) entered into with each individual
or entity providing administrative services with respect to one or more Constituent Benefit
Programs.

	 
	(2)	 	Administrative Services Provider: Any individual or entity operating under an
Administrative Services Agreement to provide administrative services with respect to any
benefits offered under one or more of the Constituent Benefit Programs.

	 
	(3)	 	Board: The board of directors of the Company.

	 
	(4)	 	Cafeteria Plan: The cafeteria plan, if any, established by the Employer under section
125 of the Code.

	 
	(5)	 	Code: The
Internal Revenue Code of 1986, as amended.

	 
	(6)	 	Benefit Plans Committee: The Committee to which the Board has delegated certain
Plan sponsor powers.

	 
	(7)	 	Company: Dynegy Inc.

	 
	(8)	 	Compensation: Unless otherwise specifically provided in a Constituent Benefit
Program, the annual base pay paid by the Employer to or for the benefit of a Participant
for services performed for the Employer.

	 
	(9)	 	Condition: Any sickness, injury, or other mental or physical disability giving rise
to the payment of benefits under the Plan.

	 
	(10)	 	Constituent Benefit Programs: The benefit programs listed on Appendix B to the Plan,
as such programs and such Appendix B may be amended from time to time.

	 
	(11)	 	Constituent Benefit Program Document(s): The written document(s) setting forth the
terms of the applicable Constituent Benefit Program, including, but not limited to, the
benefits provided, the eligibility and enrollment requirements, the conditions of dependent
coverage, if applicable, the termination of coverage, and the terms and conditions of benefit
payments under each Constituent Benefit Program, as may be amended from time to time. Appendix
B describes the Constituent Benefit Program Document or Constituent Benefit Program Documents
for each Constituent Benefit Program. Appendix B also describes which Employers maintain which
Constituent Benefit Programs for their Eligible Employees.

	 
	(12)	 	Covered Eligible Dependent: Each Eligible Dependent who is covered under the Plan
pursuant to Section 3.2.





 


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	(13)	 	Effective Date: January 1, 2002, except as otherwise stated herein and except
that provisions of the Plan required to have an earlier effective date by applicable statute
and/or regulation shall be effective as of the required effective date in such statute
and/or regulation.

	 
	(14)	 	Eligible Dependent: With respect to an Eligible Employee, each person who by virtue
of a relationship to such Eligible Employee is eligible for coverage under a Constituent
Benefit Program.

	 
	(15)	 	Eligible Employee: Each individual who is eligible for coverage under a Constituent
Benefit Program because of current or former employment with the Employer. Notwithstanding any
provision of the Plan to the contrary, no individual who is designated, compensated, or
otherwise classified or treated by the Employer as an independent contractor, leased employee,
or other non-common law employee shall be an Eligible Employee, unless a Constituent Benefit
Program specifically and expressly provides otherwise.

	 
	(16)	 	Employer: The Company and each Participating Employer.

	 
	(17)	 	ERISA: The Employee Retirement Income Security Act of 1974, as amended.

	 
	(18)	 	Group Health Plan: Each Constituent Benefit Program, which is a group health plan
within the meaning of section 5000(b)(1) of the Code, and/or a group health plan within the
meaning of section 607(1) of ERISA, as applicable, and for purposes of Article XII, is either
a group health plan within the meaning of section 5000(b)(1) of the Code or any Constituent
Benefit Program designated by the Employer as a “Group Health Plan” for purposes of FMLA
Leave.

	 
	(19)	 	HMO: Any health maintenance organization or similar organization or network of
individuals or organizations that has contracted to provide medical, dental, and/or other
health-related benefits to Participants and Covered Eligible Dependents.

	 
	(20)	 	Insured Constituent Benefit Program: Each Constituent Benefit Program whose benefits
are provided by an Insurer.

	 
	(21)	 	Insurer: Any insurance company that has contracted to provide benefits under a
Constituent Benefit Program.

	 
	(22)	 	Participant: Each Eligible Employee who is a participant in the Plan pursuant to
Article III and, where reference is appropriate, each Covered Eligible Dependent.

	 
	(23)	 	Participating Employer: Any subsidiary or affiliate of the Company, or any other
entity permitted by law to do so, that has been designated by the Company as a participating
employer and participates in the Plan with respect to one or more Constituent Benefit
Programs.

	 
	(24)	 	Plan: The Dynegy Inc. Comprehensive Welfare Benefits Plan.





 


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	(25)	 	Plan Administrator: An individual, committee or entity appointed by the Board
to perform, in a fiduciary capacity as administrative fiduciary, certain identified duties
and responsibilities with respect to the administration of the Plan and/or a Constituent
Benefit Program.

	 
	(26)	 	Plan Year: The twelve-consecutive month period commencing on January 1 of each year.

	 
	(27)	 	Recovery: An amount obtained by or for the benefit of a Participant or Covered
Eligible Dependent from a Third Party, such Third Party’s liability carrier, or in the case of
uninsured or underinsured motorist coverage, from such Participant’s or Covered Eligible
Dependent’s automobile insurance carrier because of a Condition for which a Third Party is
legally liable. In the case of a Recovery which, in whole or in part, includes assets other
than cash or cash equivalents, the Plan Administrator shall determine the monetary value
thereof.

	 
	(28)	 	Third Party: Any individual or entity who or which is or may be liable to a
Participant or Covered Eligible Dependent for a Condition or for payment of damages or
expenses related to a Condition.






1.2 Number and Gender. Wherever appropriate herein, words used in the singular shall
be considered to include the plural and words used in the plural shall be considered to include the
singular. The masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender.



1.3 Headings. The headings of Articles and Sections herein are included solely for
convenience. If there is any conflict between such headings and the text of the Plan, the text
shall control. All references to Sections, Articles, Paragraphs, and Clauses are to this document
unless otherwise indicated.




1.4 Reference to Plan Includes Constituent Benefit Programs. Any reference
herein to the Plan includes each Constituent Benefit Program unless otherwise indicated,
irrespective of the fact that certain references herein specifically are to the Constituent
Benefit Programs.



1.5
Inconsistent Provisions in Constituent Benefit Program Documents. In the event that any
term, provision, implication, or statement in a Constituent Benefit Program Document conflicts
with, contradicts, or renders ambiguous a term, provision, implication, or statement in this
document, such term, provision, implication, or statement in this document shall control.



1.6 Effect Upon Other Plans. Except to the extent provided herein, nothing in the Plan
shall be construed to affect the provisions of any other plan maintained by the Employer.


 


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II.

Establishment and Purpose of the Plan




2.1 Establishment and Purpose of the Plan. The Company has adopted and established the
Plan for the purpose of providing the benefits under and coordinating the administration of the
Constituent Benefit Programs, which provide certain health, accident, life,
disability, and other welfare benefits for the Eligible Employees of the Employer.



2.2 Intention to be Welfare Benefit Plan. The Plan is intended to be a program of
benefits constituting an employee welfare benefit plan within the
meaning of section 3(1) of ERISA
and the regulations promulgated thereunder to the extent the benefits provided by each individual
Constituent Benefit Program so permit. If any benefits provided under a Constituent Benefit Program
are determined to be other than benefits that are eligible to constitute an employee welfare
benefit plan within the meaning of section 3(1) of ERISA, such determination shall not prevent the
remainder of the Plan from qualifying as an employee welfare benefit plan within the meaning of
such section.



2.3 Incorporation of Constituent Benefit Programs. The Constituent Benefit Programs
and the Constituent Benefit Program Documents in their entirety, as each may be amended from time
to time, are incorporated by reference herein and made a part of the Plan. No Constituent Benefit
Program is intended to be, nor will any be interpreted to be, a separate employee benefit plan,
except that for the purpose of determining whether the Plan or any Constituent Benefit Program is a
“group health plan” subject to or exempt from any law made applicable to “group health plans,” each
Constituent Benefit Program will be considered to be a separate plan or “group health plan,” and
the fact that one Constituent Benefit Program will be subject to or exempt from such law will not
cause any other Constituent Benefit Program to be so subject to or exempt from such law.





 


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III.

Participation and Dependent Coverage





3.1 Eligible Employee Coverage.



(a) Each Eligible Employee shall become a Participant in the Plan coincident with the date
such Eligible Employee becomes enrolled in and covered under one or more of the Constituent Benefit
Programs.



(b) The rules pertaining to eligibility for, enrollment and reenrollment in, coverage under
and amendment of coverage under, and termination of coverage of Eligible Employees in a Constituent
Benefit Program vary for each Constituent Benefit Program and are set forth in the respective
Constituent Benefit Program Document. Enrollment and coverage of an Eligible Employee in a
Constituent Benefit Program shall be subject to any required premium payment applicable to such
coverage and any and all other terms and conditions set forth in the applicable Constituent Benefit
Program Document.



(c) Except as otherwise specifically provided by the Plan, an Eligible Employee shall cease to
be a Participant in the Plan upon the day following the earliest to occur of the date he is no
longer enrolled in and covered under at least one Constituent Benefit Program or the effective date
of termination of the Plan. If an Eligible Employee ceases to be a Participant in the Plan, he
shall be entitled to recommence such participation in accordance with Paragraphs (a) and (b) of
this Section 3.1 provided that the Plan has not terminated.




3.2 Eligible Dependent Coverage.



(a) Each Eligible Dependent shall become a Covered Eligible Dependent under the Plan
coincident with the date such Eligible Dependent becomes enrolled in and covered under at least one
Constituent Benefit Program.



(b) The rules pertaining to eligibility for, enrollment and reenrollment in, coverage under
and amendment of coverage under, and termination of coverage of Eligible Dependents in a
Constituent Benefit Program vary for each Constituent Benefit Program and are set forth in the
respective Constituent Benefit Program Document. Enrollment and coverage of an Eligible Dependent
in a Constituent Benefit Program shall be subject to any required premium payment applicable to
such coverage and any and all other terms and conditions set forth in the applicable Constituent
Benefit Program Document.



(c) Coverage of a Covered Eligible Dependent of a Participant shall terminate upon the day
following the earliest to occur of the date such Participant ceases to be enrolled in and covered
under at least one Constituent Benefit Program or the effective date of the termination of the
Plan. If coverage of a Covered Eligible Dependent under the Plan terminates, such Eligible
Dependent shall be entitled again to be covered under the Plan in accordance with Paragraphs (a)
and (b) of this Section 3.5 provided that the Plan has not
terminated.


 


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3.3 Enrollment Without Regard To Medicaid Eligibility. Contrary Plan provisions
notwithstanding, each Group Health Plan shall enroll an individual in the Plan without regard to
the fact that such individual is eligible for, or is provided medical assistance under, a state
plan for medical assistance approved under title XIX of the Social Security Act, but only to the extent
any such Group Health Plan is subject to such mandate by law.



3.4 Special Enrollment Periods. Contrary Plan provisions notwithstanding, each Group
Health Plan shall permit an individual to enroll under the conditions, and during the periods, set
forth in section 701(f) of ERISA.


 


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IV.

Third Party Liability




4.1 Effect of Article. The provisions of this Article IV shall apply only with respect
to a Constituent Benefit Program which is a Group Health Plan and shall supercede and replace
entirely any and all provisions of such Plan’s Constituent Benefit Program Document which pertain
to reimbursement or subrogation rights.



4.2 Third Party Liability Is Primary As to Covered Expenses. The Plan shall not be
primarily responsible or liable for the payment of Covered Expenses incurred by a Participant or
because of a Condition caused by the fault of a Third Party. Accordingly and in accordance with the
provisions of this Article IV, the Plan shall be and is entitled to the benefit of any Recovery or
right of Recovery which a Participant may have which relates to a Condition for which a Third Party
was, is or may become liable without regard to any characterization between such Third Party and
the Participant, a court, a jury or any other person or entity of such liability as being
predicated upon pain and suffering, mental anguish, punitive damages,
wrongful death or any other
basis other than for medical or other welfare benefits and without regard to whether the liability
of such Third Party is reduced to a Recovery as a result of legal proceedings, arbitration,
compromise settlement or otherwise.



4.3 Plan’s Rights of Reimbursement For Covered Expenses Previously Paid. If the Plan
has paid Covered Expenses of a Participant because of a Condition caused by the fault of a Third
Party and Recovery is obtained by the Participant with respect to such Condition, the Participant
shall be obligated to reimburse the Plan for all such Covered Expenses which were paid by the Plan
provided, however, that the Participant shall have no obligation of reimbursement in excess of the
total amount of such Recovery.



4.4 Plan’s Exclusion of Coverage For Future Covered Expenses. If a Condition of a
Participant is or has been caused by the fault of a Third Party and a Recovery is obtained by the
Participant with respect to such Condition, the Plan shall have no obligation to pay and there
shall be excluded from future coverage by this Plan any and all Covered Expenses thereafter
incurred by such Participant for, in connection with or relating to such Condition until such
expenses exceed in the aggregate the total amount of such Recovery remaining after reimbursement of
the Plan pursuant to Section 4.3.



4.5 Plan’s Rights of Independent Legal Action. If a Participant has incurred, incurs
or may incur Covered Expenses because of a Condition caused or possibly caused by the fault of a
Third Party, the Plan shall have the right but not the duty to protect its interests by (1)
bringing an action in the name of the Plan or of the Participant against the Third Party, such
Third Party’s liability carrier, or in the case of uninsured or under-insured motorist coverage,
against such Participant’s automobile insurance carrier or (2) joining or intervening in any action
by a Participant against any Third Party, such Third Party’s insurer or in the case of uninsured or
underinsured motorist coverage, against such Participant’s automobile insurance carrier. The Plan’s
failure to bring an action or to join or intervene in litigation pursuant to its rights under this
Section 4.4 shall not affect or impair the Plan’s rights under this Article IV.



4.6 Attorney Fees, Costs and Expenses. The Plan’s rights of reimbursement, recovery
and Covered Expense exclusion pursuant to this Article IV shall not be limited or
reduced pro rata or otherwise for attorney’s fees, costs or expenses incurred by a Participant in
seeking a Recovery except with the express written consent of the
Plan Administrator.




 


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4.7 Obligations of Participants. The Participant shall have an affirmative obligation
to cooperate in reimbursing the Plan and in otherwise assuring the Plan’s rights of reimbursement
pursuant to this Article IV, shall execute and deliver to the Plan Administrator all assignments
and other documents requested by the Plan Administrator for enforcing the Plain’s rights under this
Article IV, shall not take any action which might prejudice the Plan’s right under this Article IV,
and shall not release any Third Party (even if the release purports to be partial release or
release for the excess liability over Plan benefits) without the consent of the Plan Administrator,
which consent shall not be unreasonably withheld. The Plan’s rights of reimbursement under this
Article IV shall not be affected by a release of any Third Party entered into without the consent
of the Plan Administrator. If a Participant initiates a liability claim against any Third Party or
such Third Party’s liability carrier or reimbursement is sought from such Participant’s own
automobile insurance carrier under the uninsured or underinsured motorist endorsement, the amounts
described in Section 4.3 and amounts to cover all future medical expenses which otherwise would be
Covered Expenses relating to the Condition which is the basis of such liability claim must be
included in the claim. If a Participant receives a Recovery, the Participant shall hold such money
in trust for the Plan to the extent of the Plan’s rights under this Article IV. Each Participant
who incurs any Condition shall inform the Plan Administrator whenever it appears that a Third Party
is or may be liable to the Participant.



4.8 Limitations on Plan’s Rights of Reimbursement. In the event that a Recovery
relating to a Condition is insufficient to cover all medical expenses paid or payable by both the
Plan and the Participant, as applicable, for services and supplies incurred in treating such
Condition, the amount of the Recovery relating to such Condition which shall be subject to the
Plan’s rights of reimbursement pursuant to this Article IV shall be reduced by such medical
expenses incurred and paid by the Participant in connection with the treatment of such Condition
which were not reimbursed or will not be subject to reimbursement by the Plan as the Plan
Administrator may, in its sole discretion and on a case-by-case basis, determine.


 


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V.

Benefit Claims Procedure




5.1 Claims For Benefits. Claims for benefits or reimbursement under the Plan shall be
submitted and processed in accordance with this Article V except that this Article V shall not
apply to any Constituent Benefit Program (a) which is not regulated by ERISA or (b) which has in
its Constituent Benefit Program Document provisions which address claims procedures and appeals and
which the Plan Administrator that has powers and duties of benefits claims administration has
determined to be applicable in lieu of the provisions of this Article V. Completion by a
Participant or Covered Eligible Dependent of his responsibilities and obligations under the claims
procedures applicable with respect to a Constituent Benefit Program shall be a condition precedent
to the commencement of any legal or equitable action in connection with a claim for benefits under
such program by a Participant or Covered Eligible Dependent, or by any other person or entity
claiming rights through such Participant or Covered Eligible Dependent; provided, however, that the
Plan Administrator having powers and duties of benefits claims administration in its discretion may
waive compliance with such claims procedures as a condition precedent to any such action.



5.2 Definitions. For purposes of this Article V, the following terms, when
capitalized, will be defined as follows:




	 	(1)	 	Adverse Benefit Determination: Any denial, reduction or termination of
or failure to provide or make payment (in whole or in part) for a Plan benefit,
including any denial, reduction, termination or failure to provide or make payment that
is based on a determination of a Claimant’s eligibility to participate in the Plan, and
including with respect to health benefits a denial, reduction, termination or failure
to provide or make payment resulting from the application of any utilization review, as
well the failure to cover an item or service for which benefits are otherwise provided
because it is determined to be experimental, investigational or not medically necessary
or appropriate. Further and with respect to health benefits, any reduction or
termination of an ongoing course of treatment prior to its scheduled expiration will be
treated as an Adverse Benefit Determination regarding a Concurrent Care Claim. Further,
any invalidation of a claim for failure to furnish written proof of loss or to comply
with the claim submission procedure will be treated as an Adverse Benefit
Determination.







	 	(2)	 	Benefits Administrator: The person or office to whom the Plan
Administrator that has powers and duties of benefit claims administration has delegated
day-to-day Plan administration responsibilities and who, pursuant to such delegation,
processes Plan benefit claims in the ordinary course or if none has been so designated,
the Plan Administrator that has powers and duties of benefits claims administration.







	 	(3)	 	Claimant: A Participant or beneficiary or an authorized representative
of such Participant or beneficiary who has filed or desires to file a claim for a Plan
benefit.











 


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	 	(4)	 	Concurrent Care Claim: Any request to extend an ongoing course of a health
benefit treatment beyond the period of time or number of treatments that has
previously been approved under the Plan.

	 
	 	(5)	 	Health Care Professional: A physician or other health care professional
licensed, accredited or certified to perform specified health services consistent with
State law.

	 
	 	(6)	 	Independent Fiduciary: The person or entity retained by the Plan
Administrator to perform the review of an Adverse Benefit Determination, who will be an
individual other than (a) the individual who made the Adverse Benefit Determination that
is the subject of the review and (b) the subordinate of such
individual.

	 
	 	(7)	 	Post-Service Claim: Any claim for a Plan health benefit that is not a
Pre-Service Claim.

	 
	 	(8)	 	Pre-Service Claim: Any claim for a Plan health benefit the terms of which
condition receipt thereof, in whole or in part, on approval of the benefit in advance of
obtaining medical care.

	 
	 	(9)	 	Urgent Care Claim: Any Plan health benefit claim for medical care or
treatment with respect to which the application of the time periods otherwise applicable
to such claim (a) could seriously jeopardize, as determined either by a physician with
knowledge of the Claimant’s medical condition or by the Benefits Administrator (applying
the judgment of a prudent layperson who possesses an average knowledge of health and
medicine), the Claimant’s life, health or ability to regain maximum function, or (b)
would subject the Claimant, in the opinion of a physician with knowledge of the
Claimant’s medical condition, to severe pain that cannot be adequately managed without
the care or treatment that is the subject of the claim.






5.3 Filing of Benefit Claim. A Claimant must file with the Benefits Administrator a
written claim for benefits under the Plan with written proof of loss no later than March 31 of the
Plan Year following the Plan Year in which the related expense was incurred on the form provided
by, or in any other manner approved by, the Benefits Administrator. For purposes of applying the
time periods for benefit determination pursuant to Section 5.6. 5.7 or 5.8 below, filing a claim
with the Benefits Administrator will be treated as filing a claim with the Plan Administrator. In
connection with the submission of a claim, the Claimant may examine the Plan and any other relevant
documents relating to the claim, and may submit written comments relating to such claim to the
Benefits Administrator coincident with the filing of the benefit claim form. Failure of a Claimant
to furnish written proof of loss or to comply with the claim submission procedures and rules
established by the Plan Administrator (including rules as to what information relating to a claim
is required to be submitted by a Claimant) will invalidate such claim submission and such
invalidation will not be considered as or treated as an Adverse Benefit Determination for purposes
of this Article V unless the Benefits Administrator in its discretion determines that it was not
reasonably possible to provide such proof or comply with such procedure. Notwithstanding the
foregoing, if a Claimant’s communication regarding a Pre-Service Claim is received by the Benefits Administrator and names the Claimant, his specific
medical condition or symptom, and the specific treatment, service or product for which approval is
requested, but otherwise fails to follow the claims submission procedure, the Benefits
Administrator will notify the Claimant of the failure and the proper procedures to be followed to
file a claim for benefits. Such notification will be provided as soon as possible, but not later
than five days (twenty-four hours in the case of an Urgent Care Claim) following the failure and
may be oral unless the Claimant requests written notification.


 


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5.4 Processing of Benefit Claim. Upon receipt of fully completed benefit claim forms
from a Claimant, the Benefits Administrator shall determine if the Claimant’s right to the
requested benefit, payable at the time or times and in the form requested, is clear and, if so,
shall process such benefit claim without resort to the Plan Administrator. In the case of either
an Urgent Care Claim other than a Concurrent Care Claim or a Pre-Service Claim, the Benefits
Administrator shall affirmatively notify the Claimant of the approval of the claim not later than
seventy-two hours after receipt of the benefit claim in the case of an Urgent Care Claim other
than a Concurrent Care Claim and not less then fifteen days after receipt of the benefit claim in
the case of a Pre-Service Claim. If the Benefits Administrator determines that the Claimant’s
right to the requested benefit, payable at the time or times and in the form requested, is not
clear, it shall refer the benefit claim to the Plan Administrator for review and determination,
which referral shall include:




	 	(1)	 	All materials submitted to the Benefits Administrator by the Claimant in
connection with the claim;







	 	(2)	 	A written description of why the Benefits Administrator was of the view that
the Claimant’s right to the benefit, payable at the time or times and in the form
requested, was not clear;







	 	(3)	 	A description of all Plan provisions pertaining to the benefit claim;







	 	(4)	 	Where appropriate, a summary as to whether such Plan provisions have in the
past been consistently applied with respect to other similarly situated Claimants; and







	 	(5)	 	Such other information as may be helpful or relevant to the Plan Administrator
in its consideration of the claim.






If the Claimant’s claim is referred to the Plan Administrator, the Claimant may examine any
relevant document relating to his claim and may submit written comments or other information to the
Plan Administrator to supplement his benefit claim. Within the time period described in Section
5.6, 5.7 or 5.8, whichever is applicable to a claim, the Plan Administrator shall consider the
referral regarding the claim of the Claimant and make a decision as to whether it is to be
approved, modified or denied. If the claim is approved, the Plan Administrator shall direct the
Benefits Administrator to process the approved claim as soon as administratively practicable and in
the case of either an Urgent Care Claim other than a Concurrent Care Claim or a Pre-Service Claim,
the Plan Administrator shall affirmatively notify the Claimant of the approval of the claim not
later than seventy-two hours after receipt of the benefit claim in the case of an Urgent Care Claim
other than a Concurrent Care Claim and not less then fifteen days after receipt of the benefit
claim in the case of a Pre-Service Claim.


 


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5.5 Notification of Adverse Benefit Determination. In any case of an Adverse Benefit
Determination of a claim for a Plan benefit, the Plan Administrator shall furnish written notice
to the affected Claimant within the notification periods described in Section 5.6, 5.7 or 5.8,
whichever is applicable to such claim below. Any notice that denies a benefit claim of a Claimant
in whole or in part shall, in a manner calculated to be understood by the Claimant:




	 	(1)	 	State the specific reason or reasons for the Adverse Benefit Determination;







	 	(2)	 	Provide specific reference to pertinent Plan provisions on which the Adverse
Benefit Determination is based;







	 	(3)	 	In the case of a health or disability benefit claim and if an internal rule,
guideline, protocol or other similar criterion was relied upon in making the Adverse
Benefit Determination, either provide such criterion or state that such criterion was
relied upon and that a copy of the criterion will be provided free of charge to the
Claimant upon request;







	 	(4)	 	In the case of a health or disability benefit claim and if the Adverse Benefit
Determination is based on a medical necessity, experimental treatment or similar
exclusion or limit, either explain the scientific or clinical judgment for the
determination, applying the terms of the Plan to the Claimant’s medical circumstances,
or state that such explanation will be provided free of charge to the Claimant upon
request;







	 	(5)	 	Describe any additional material or information necessary for the Claimant to
perfect the claim and explain why such material or information is necessary;







	 	(6)	 	Describe the Plan’s review procedures and time limits applicable to such
procedures, including a statement of the Claimant’s right to bring a civil action under
section 502(a) of ERISA following an Adverse Benefit Determination on review; and







	 	(7)	 	If an Urgent Care Claim is involved, provide a description of the expedited
review process available for Urgent Care Claims (see Section 5.12).






5.6 Timing of Adverse Benefit Determination Notification Regarding Health Benefit Claims.
The Plan Administrator shall provide a Claimant with notice of an Adverse Benefit Determination
regarding a health benefit claim within the following time periods:




	 	(1)	 	In the case of an Urgent Care Claim other than a Concurrent Care Claim, as
soon as possible, taking into account the medical exigencies, but not later than
seventy-two hours after the claim is filed with the Plan Administrator; provided,
however, that if additional information from the Claimant is necessary to complete
the claim, the Claimant will be notified within twenty-four hours after such claim is
filed with the Plan Administrator and will be given at least forty-eight hours to
provide the specified information, and notice of the Plan Administrator’s benefit
determination will be provided to the Claimant within forty-eight hours after the
earlier of (a) the Plan Administrator’s receipt of the specified information or (b)
the end of the period afforded the Claimant to provide the specified information. In
addition, such notification may be provided orally (provided that written or
electronic notification is provided within three days following such oral
notification).





 


-12-









 











	 	(2)	 	In the case of a properly submitted Urgent Care Claim that is a Concurrent Care
Claim, if such claim is made at least 24 hours prior to the scheduled expiration of
treatment, notice of the disposition of the claim will be furnished to the Claimant as
soon as possible, taking into account the medical exigencies, but not later than 24
hours after such claim is filed with the Plan Administrator. If such claim is not made
at least twenty-four hours prior to the scheduled expiration of treatment, the claim
shall be governed by Clause (1) above.







	 	(3)	 	In the case of a decision to reduce or terminate a previously approved ongoing
course of health benefit treatment that was to be provided over a period of time or a
number of treatments, the Plan Administrator shall notify the Claimant of the Adverse
Benefit Determination at a time sufficiently in advance of the reduction or termination
to allow the Claimant to appeal and obtain a determination on review of such Adverse
Benefit Determination before the benefit is reduced or terminated.







	 	(4)	 	In the case of a Pre-Service Claim not described in Clauses (1) through (3)
above, the Plan Administrator shall notify the Claimant of the Adverse Benefit
Determination within a reasonable period of time appropriate to the medical
circumstances but not later than fifteen days after receipt of the claim by the Plan
(which period may be extended one time for up to an additional fifteen days provided
that the Plan Administrator both determines that such extension is necessary due to
matters beyond the control of the Plan and notifies the Claimant prior to the expiration
of the initial fifteen-day period of the circumstances requiring the extension of time
and the date by which the Plan expects to render a decision).







	 	(5)	 	In the case of a Post-Service Claim not described in Clauses (1) through (3)
above, the Plan Administrator shall notify the Claimant of the Adverse Benefit
Determination within a reasonable period of time but not later than thirty days after
receipt of the claim (which period may be extended one time for up to fifteen days
provided that the Plan Administrator both determines that such extension is necessary
due to matters beyond the control of the Plan and notifies the Claimant prior to the
expiration of the initial thirty-day period of the circumstances
requiring the extension
of time and the date by which the Plan expects to render a decision).






The period of time within which an Adverse Benefit Determination regarding a health benefit claim
shall be made, as described above, shall begin at the time a claim is filed in accordance with the
reasonable procedures of the Plan, without regard to whether all the information necessary to make
a benefit determination accompanies the filing. In the case of claims described in Clauses (4) or
(5) above, in the event an extension of the period of time for an
Adverse Benefit Determination is required because additional information is necessary to decide
the claim, (including examination by a physician selected by the Plan Administrator or the
performance of an autopsy), the notice of extension will specifically describe the required
information, the Claimant will be afforded at least forty-five days from receipt of the notice to
provide such specified information, and the period for making the Adverse Benefit Determination
will be tolled from the date on which the notification of the extension is sent to the Claimant
until the date on which the Claimant responds to the request for additional information.


 


-13-









 





5.7 Timing of Adverse Benefit Determination Notification Regarding Disability
Benefit Claims. The Plan Administrator shall notify the Claimant of the Adverse
Benefit Determination regarding a disability benefit claim within a reasonable period
of time, but not later than forty-five days after receipt of the claim. This period may
be extended by the Plan Administrator for up to thirty days, provided that the Plan
Administrator both determines that such extension is necessary due to matters beyond
the control of the Plan and notifies the Claimant, prior to expiration of the initial
forty-five-day period, of the circumstances requiring the extension of time and the
date by which the Plan expects to render a decision. If, prior to the end of the first
thirty-day extension period, the Plan Administrator determines that, due to matters
beyond the control of the Plan, a decision cannot be rendered within that extension
period, the period for making the determination may be extended for up to an additional
thirty days, provided that the Plan Administrator notifies the Claimant prior to the
expiration of the first thirty-day extension period of the circumstances requiring the
extension and the date as of which the Plan expects to render a decision. Any extension
notice provided to a Claimant shall specifically explain the standards on which
entitlement to the benefit at issue is based, the unresolved issues that prevent a
decision on the claim, and the additional information needed to resolve those issues,
and the Claimant shall be afforded at least forty-five days in which to provide the
specified information. In the event of such an extension, the period for making the
Adverse Benefit Determination will be tolled from the date on which the notification of
extension is sent to the Claimant until the date on which the Claimant responds to the
request for additional information. The period of time within which an Adverse Benefit
Determination shall be made, as described above, shall begin at the time a claim is
filed in accordance with the reasonable procedures of the Plan, without regard to
whether all the information necessary to make a benefit determination accompanies the
filing.



5.8 Timing of Adverse Benefit Determination Regarding Non-Health and Disability Claims. In any case of an Adverse Benefit Determination of a
claim for a Plan benefit other than a health or disability benefit claim, the Plan Administrator shall
furnish written notice to the affected Claimant within a reasonable period of time but not later
than ninety days after receipt of such claim for Plan benefits (or within 180 days if special
circumstances necessitate an extension of the ninety-day period and the Claimant is informed of
such extension in writing within the ninety-day period and is provided with an extension notice
consisting of an explanation of the special circumstances requiring the extension of time and the
date by which the benefit determination will be rendered).


 


-14-









 





5.9 Review of Adverse Benefit Determination Regarding Health or Disability Benefit
Claims. A Claimant has the right to have an Adverse Benefit Determination of a health
or disability benefit claim reviewed in accordance with the following claims review
procedure:




	 	(1)	 	To exercise the right to request a review of an Adverse Benefit Determination, a
Claimant must submit a written request for such review to the Plan Administrator not later
than 180 days following receipt by the Claimant of the Adverse Benefit Determination
notification;







	 	(2)	 	The Claimant shall have the opportunity to submit written comments, documents, records, and
other information relating to the claim for benefits to the Plan Administrator or, as
applicable, to the Independent Fiduciary;







	 	(3)	 	The Claimant shall have the right to have all comments, documents, records, and other
information relating to the claim for benefits that have been submitted by the Claimant
considered on review without regard to whether such comments, documents, records or
information was considered in the initial benefit determination;







	 	(4)	 	The Claimant shall have reasonable access to, and copies of, all documents, records, and
other information relevant to the claim for benefits free of charge upon request, including
(a) documents, records or other information relied upon for the benefit determination, (b)
documents, records or other information submitted, considered or generated without regard to
whether such documents, records or other information were relied upon in making the benefit
determination, (c) documents, records or other information that demonstrates compliance with
the standard claims procedure in making the benefit determination on the Claimant’s claim, and
(d) documents, records or other information that constitutes a statement of policy or guidance
with respect to the Plan concerning the denied treatment option or benefit for the Claimant’s
diagnosis, without regard to whether such statement of policy or guidance was relied upon in
making the benefit determination;







	 	(5)	 	The review of the Adverse Benefit Determination shall not give deference to the original
decision;







	 	(6)	 	The review of the Adverse Benefit Determination shall be conducted solely by an Independent
Fiduciary;







	 	(7)	 	If the initial benefit determination was based in whole or in part on a medical judgment,
including determinations with regard to whether a particular treatment, drug or other item is
experimental, investigational or not medically necessary or appropriate, the Independent
Fiduciary conducting the review shall consult with a Health Care Professional with appropriate
training and experience in the applicable field of medicine who was not consulted, and is not
the subordinate of someone who was consulted, during the initial benefit determination; and







	 	(8)	 	The Claimant shall have the right to have identified to him the medical or vocational experts
whose advice was obtained in connection with the Adverse Benefit Determination (without regard
to whether the advice was relied upon in making such determination).





 


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The decision on review by the Independent Fiduciary Plan Administrator will be binding and
conclusive upon all persons, and the Claimant shall neither be required nor be permitted to pursue
further appeals to the Plan Administrator. Notwithstanding anything to the contrary in this
Section 5.9, an expedited review process is available for Urgent Care Claims. A request for
expedited review may be submitted orally or in writing, in which case all necessary information
will be transmitted between the Plan Administrator and the Claimant by telephone, facsimile or
other similarly expeditious method.



5.10 Review of Adverse Benefit Determination Regarding Non-Health and Disability
Benefit Claims. A Claimant has the right to have an Adverse Benefit
Determination regarding a claim other than a health or disability benefit claim reviewed in
accordance with the following claims review procedure:




	 	(1)	 	The Claimant must submit a written request for such review to the Plan
Administrator not later than 60 days following receipt by the Claimant of the Adverse
Benefit Determination notification;







	 	(2)	 	The Claimant shall have the opportunity to submit written comments, documents,
records, and other information relating to the claim for benefits to the Plan
Administrator;







	 	(3)	 	The Claimant shall have the right to have all comments, documents, records, and
other information relating to the claim for benefits that have been submitted by the
Claimant considered on review without regard to whether such comments, documents,
records or information was considered in the initial benefit determination; and







	 	(4)	 	The Claimant shall have reasonable access to, and copies of, all documents,
records, and other information relevant to the claim for benefits free of charge upon
request, including (a) documents, records or other information relied upon for the
benefit determination, (b) documents, records or other information submitted,
considered or generated without regard to whether such documents, records or other
information were relied upon in making the benefit determination, and (c) documents,
records or other information that demonstrates compliance with the standard claims
procedure.






The decision on review by the Plan Administrator will be binding and conclusive upon all persons,
and the Claimant shall neither be required nor be permitted to pursue further appeals to the Plan
Administrator.


 


-16-









 





5.11 Notification of Benefit Determination on Review. Notice of the final benefit
determination regarding an Adverse Benefit Determination will be furnished in writing or
electronically to the Claimant after a full and fair review. Notice of an Adverse Benefit
Determination upon review will be provided at the time described in Section 5.12, 5.13 or 5.14
below, whichever is applicable with respect to a claim, and will, in the case of any Adverse
Benefit Determination:




	 	(1)	 	State the specific reason or reasons for the Adverse Benefit Determination;


	 
	 	(2)	 	Provide specific reference to pertinent Plan provisions on which the Adverse
Benefit Determination is based;







	 	(3)	 	State that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of all documents, records, and other information
relevant to the Claimant’s claim for benefits including (a) documents, records or other
information relied upon for the benefit determination, (b) documents, records or other
information submitted, considered or generated without regard to whether such documents,
records or other information were relied upon in making the benefit determination, (c)
documents, records or other information that demonstrates compliance with the standard
claims procedure in making the benefit determination on the Claimant’s claim, and (d) in
the case of claims regarding health or disability benefits, documents, records or other
information that constitutes a statement of policy or guidance with respect to the Plan
concerning the denied treatment option or benefit for the Claimant’s diagnosis, without
regard to whether such statement of policy or guidance was relied upon in making the
benefit determination.

	 
	 	(4)	 	Describe the Claimant’s right to bring an action under section 502(a) of ERISA;






In the case of an Adverse Benefit Determination regarding health or disability benefits, such
notice shall also:




	 	(1)	 	If an internal rule, guideline, protocol or other similar criterion was relied
upon in making the Adverse Benefit Determination, either provide such criterion or
state that such criterion was relied upon and that a copy of the criterion will be
provided free of charge to the Claimant upon request;







	 	(2)	 	If the Adverse Benefit Determination is based on a medical necessity,
experimental treatment or similar exclusion or limit, either explain the scientific or
clinical judgment for the determination, applying the terms of the Plan to the
Claimant’s medical circumstances, or state that such explanation will be provided free
of charge to the Claimant upon request;







	 	(3)	 	Include the following statement: “You and your plan may have other voluntary
alternative dispute resolution options, such as mediation. One way to find out what may
be available is to contact your local U.S. Department of Labor Office and your State
insurance regulatory agency.”






5.12 Timing of Notification Regarding Review of Health Benefit Claims. For Urgent
Care Claims, such notice will be furnished as soon as possible, taking into account the
medical exigencies, but not later than seventy-two hours following a request for review. For
other claims, such notice will be furnished (i) within a reasonable period of time
appropriate to the medical circumstances but not later than thirty days following a request
for a review of a Pre-Service Claim, and (ii) within a reasonable period of time but not
later than sixty days following a request for a review of a Post-Service Claim. The period
of time within which a benefit determination on review will be made begins at the time an
appeal is filed in accordance with the reasonable procedures of the Plan, without regard to whether all the information necessary to make
a benefit determination on review accompanies the filing.


 


-17-









 





5.13 Timing of Notification Regarding Review of Disability Benefit Claims. Such notice
will be furnished within a reasonable period of time but not later than forty-five days following
receipt of a request for a review (which period may be extended for up to forty-five additional
days provided that the Plan Administrator both determines that such an extension is necessary due
to special circumstances and notifies the Claimant prior to the expiration of the initial
forty-five-day period of the special circumstances requiring an extension and the date by which the
Independent Fiduciary expects to render the determination on review). The period of time within
which a benefit determination on review will be made begins at the time an appeal is filed in
accordance with the reasonable procedures of the Plan, without regard to whether all the
information necessary to make a benefit determination on review accompanies the filing. In the
event an extension of time is necessary due to the Claimant’s failure to submit necessary
information, the period for making the Adverse Benefit Determination will be tolled from the date
on which the notification of the extension is sent to the Claimant until the date on which the
Claimant responds to the request for additional information.



5.14 Timing of Notification Regarding Review of Non-Health or Disability Claims.
The Plan Administrator shall notify a Claimant of its determination on review with respect to the
Adverse Benefit Determination of the Claimant within a reasonable period of time but not later
than sixty days after the receipt of the Claimant’s request for review unless the Plan
Administrator determines that special circumstances require an extension of time for processing
the review of the Adverse Benefit Determination. If the Plan Administrator determines that such
extension of time is required, written notice of the extension (which shall indicate the special
circumstances requiring the extension and the date by which the Plan Administrator expects to
render the determination on review) shall be furnished to the Claimant prior to the termination of
the initial sixty-day review period. In no event shall such extension exceed a period of sixty
days from the end of the initial sixty-day review period. In the event such extension is due to
the Claimant’s failure to submit necessary information, the period for making the determination on
a review will be tolled from the date on which the notification of the extension is sent to the
Claimant until the date on which the Claimant responds to the request for additional information.



5.15 Exhaustion of Administrative Remedies. Completion of the claims procedures
described in this Article V will be a condition precedent to the commencement of any legal or
equitable action in connection with a claim for benefits under the Plan by a Claimant or by any
other person or entity claiming rights individually or through a Claimant; provided, however, that
the Plan Administrator may, in its sole discretion, waive compliance with such claims procedures as
a condition precedent to any such action.



5.16 Payment of Benefits. If the Benefits Administrator, Plan Administrator or
Independent Fiduciary determines that a Claimant is entitled to a benefit hereunder, payment of
such benefit will be made to such Claimant (or commence, as applicable) as soon as administratively
practicable after the date the Benefits Administrator, Plan Administrator or Independent Fiduciary
determines that such Claimant is entitled to such benefit or on such other date as may be
established pursuant to the Plan provisions or, as applicable, designated by the Claimant, Plan
Administrator or Independent Fiduciary, as applicable.


 


-18-









 





5.17 Authorized Representatives. An authorized representative may act on behalf of a
Claimant in pursuing a benefit claim or an appeal of an Adverse Benefit Determination. An
individual or entity will only be determined to be a Claimant’s authorized representative for such
purposes if the Claimant has provided the Plan Administrator with a written statement identifying
such individual or entity as his authorized representative and describing the scope of the authority
of such authorized representative; provided that, for an Urgent Care Claim, a Health Care
Professional with knowledge of a Claimant’s medical condition will be permitted to act as the
authorized representative of the Claimant. In the event a Claimant identifies an individual or
entity as his authorized representative in writing to the Plan Administrator but fails to describe
the scope of the authority of such authorized representative, the Plan Administrator shall assume
that such authorized representative has full powers to act with respect to all matters pertaining
to the Claimant’s benefit claim under the Plan or appeal of an Adverse Benefit Determination with
respect to such benefit claim.



5.18 Temporary Rules Regarding Health Benefit Claims. Health benefit claims made
under a Constituent Benefit Program prior to January 1, 2003 shall be subject to the
following special benefit claims rules: Section 5.8 shall be applied in place of Section
5.6; Sections 5.5(3) and 5.5(4) shall be inapplicable; Section 5.10 shall be applied in
place of Section 5.9; the special rules regarding health benefit claims in Section 5.11
shall be inapplicable; and Section 5.14 shall be applied in place of Section 5.12.




 


-19-












 




VI.

Funding of Plan




6.1 Source of Benefits. Except with respect to benefits provided by an Insurer or an
HMO or through a trust, the Plan shall be self-funded and any benefit payable under the Plan shall
be paid from the general assets of the Employer.




6.2 Participant Contributions.



(a) Participants’ contributions, if any, shall be determined by the Employer and shall be set
forth in each Constituent Benefit Program Document. Upon enrollment of a Participant in,
amendment of coverage under, or enrollment of an Eligible Dependent in any Constituent Benefit
Program, each Participant shall be advised of any required Participant contributions with respect
to the coverage under such Constituent Benefit Program. Further, Participants’ contributions
shall be subject to change by and in the sole discretion of the Employer, and each Participant
shall be advised of any such change in the amount of such contributions as provided in the
applicable Constituent Benefit Program and, in the absence of such provision, in writing no later
than thirty-one days prior to the effective date of such change.



(b) Participants’ contributions shall be paid by Participants in the manner and within the
time period set forth in the applicable Constituent Benefit Program Document.



(c) Subject to the terms and conditions set forth in the Dynegy Inc. Pre-Tax Premium and
Benefits Plan, Participants shall be permitted to elect to make certain Participant contributions
with respect to coverage under certain Constituent Benefit Programs on a pre-tax basis. If a
Participant makes such an election, the Participant’s Compensation shall be reduced, and an amount
equal to the reduction shall be contributed by the Employer and applied to such Participant’s share
of any cost of coverage under the applicable Constituent Benefit Program.



6.3 HMO Premiums. HMO premiums shall be paid by the Plan Administrator to such HMO
from the general assets of the Employer and/or Participants’ contributions within the time period
required by the applicable Constituent Benefit Program or applicable contract with such HMO or, if
earlier, by law.



6.4 Insurance Premiums. Insurance premiums payable with respect to any Insured
Constituent Benefit Program shall be paid to the applicable Insurer from the general assets of the
Employer and/or Participants’ contributions within the time period required by the applicable
Insured Constituent Benefit Program or applicable contract with such Insurer or, if earlier, by
law.



6.5 Trust. Benefits under any Constituent Benefit Program, HMO premiums and/or
insurance premiums may be paid from any trust established for that purpose (including any trust
which is or is intended to be a voluntary employees’ beneficiary association under section 501
(c)(9) of the Code) as determined by the Plan Administrator.


 


-20-









 





VII.

Administration of Plan




7.1 Plan Administrator. For purposes of ERISA, the Company shall be the
“administrator” and the “named fiduciary” with respect to the Plan. The general administration of
the Plan and of the Constituent Benefit Programs shall be vested in the Plan Administrator or, if
there be more than one, the Plan Administrators. There may be more than one Plan Administrator with
respect to the Plan and/or a Constituent Benefit Program. Appendix B shall identify and describe
the respective powers, duties and responsibilities of each Plan Administrator. If no Plan
Administrator is designated by the Board for the Plan and/or a Constituent Benefit Program, the
Company shall be the Plan Administrator as to the Plan and/or Constituent Benefit Program which is
lacking an identified and appointed Plan Administrator. Each Plan Administrator shall constitute a
fiduciary of the Plan for all purposes of ERISA with respect to the duties and responsibilities
assigned to such Plan Administrator as described on Appendix B. Each Plan Administrator, upon
appointment by the Board as a Plan Administrator, shall be notified in writing of such appointment,
which written notification shall affirmatively advise the Plan Administrator of his or her
fiduciary status for purposes of ERISA.



7.2 Discretion to Interpret Plan. A Plan Administrator shall have absolute
discretion to construe and interpret any and all provisions of the Plan and/or the Constituent
Benefit Programs which are relevant to the duties and responsibilities of such Plan Administrator
as described on Appendix B, including, but not limited to, the discretion to resolve ambiguities,
inconsistencies, or omissions conclusively; provided, however, that all such discretionary
interpretations and decisions shall be applied in a uniform and nondiscriminatory manner to all
Participants, beneficiaries, and Covered Eligible Dependents who are similarly situated. The
decisions of the Plan Administrator upon all matters within the scope of its authority shall be
binding and conclusive upon all persons.



7.3 Powers and Duties. In addition to the powers described in Section 7.2 and all
other powers specifically granted under the Plan, a Plan Administrator shall have all powers
necessary or proper to administer the Plan and/or a Constituent Benefit Program with respect to the
duties and responsibilities of such Plan Administrator as described on Appendix B and to discharge
its duties and responsibilities under the Plan, including, but not limited to, the following
powers:




	 	(1)	 	To make and enforce such rules, regulations, and procedures as it may deem
necessary or proper for the orderly and efficient administration of the Plan and/or a
Constituent Benefit Program with respect to the duties and responsibilities of such
Plan Administrator as described on Appendix B;







	 	(2)	 	With the consent of the Company, to enter into an Administrative Services
Agreement with an individual or entity;







	 	(3)	 	In its discretion and as applicable with respect to the duties and
responsibilities of such Plan Administrator as described on Appendix B, to interpret
and decide all matters of fact in granting or denying benefits under the Plan and/or a
Constituent Benefit Program its interpretation and decision thereof to be final and
conclusive on all persons claiming benefits under the Plan and/or a Benefit Constituent
Program;





 


-21-









 











	 	(4)	 	In its discretion and as applicable with respect to the duties and
responsibilities of such Plan Administrator as described on Appendix B, to determine
eligibility under the terms of the Plan and/or a Constituent Benefit Program, its
determination thereof to be final and conclusive on all persons;







	 	(5)	 	In its discretion and as applicable with respect to the duties and
responsibilities of such Plan Administrator as described on Appendix B, to determine the
amount of and authorize the payment of benefits under the Plan and/or a Constituent
Benefit Program, its determination and authorization thereof to be final and conclusive
on all persons;







	 	(6)	 	To prepare and distribute information explaining the Plan and/or a Constituent
Benefit Program to the extent pertaining to provisions of the Plan as to which the
Plan Administrator has duties and responsibilities as described on Appendix B;







	 	(7)	 	To obtain from the Employer, Employees, beneficiaries, and Eligible Dependents
such information as may be necessary for the proper administration of the Plan and/or a
Constituent Benefit Program;







	 	(8)	 	With the consent of the Company, to appoint an Administrative Services Provider;
and







	 	(9)	 	With the consent of the Company, to sue or cause suit to be brought in the name
of the Plan.






7.4 Expenses. The Employer shall pay the reasonable expenses incident to the
administration of the Plan, including, but not limited to, the compensation of any legal counsel,
advisors, or other technical or clerical assistance as may be required; and any other expenses
incidental to the operation of the Plan that it determines are proper. Expenses of the Plan may be
prorated, as determined by the Company, among the Company and Participating Employers.



7.5 Right to Delegate. A Plan Administrator may from time to time delegate to one or
more of the Employer’s officers, employees, or agents, or to any other person or organization, any
of its powers, duties, and responsibilities with respect to the operation and administration of the
Plan, including, but not limited to, the administration of claims, the authority to authorize
payment of benefits, the review of denied or modified claims, and the discretion to decide matters
of fact and to interpret Plan provisions (subject to the ultimate discretion of the Plan
Administrator). A Plan Administrator also may from time to time employ, and authorize any person
to whom any of its fiduciary responsibilities have been delegated to employ, persons to render
advice with regard to any fiduciary responsibility held hereunder. Upon designation and acceptance
of such delegation, employment, or authorization, the Plan Administrator shall have no liability
for the acts or omissions of any such designee as long as the Plan Administrator does not violate
its fiduciary responsibility in making or continuing such designation. Any delegation of fiduciary
responsibility shall be reviewed at least annually by the delegating Plan Administrator and shall
be terminable upon such notice as such Plan Administrator in its discretion deems reasonable and
prudent under the circumstances.


 


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7.6 Reliance on Reports,
Certificates, and Participant Information. A Plan
Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates,
opinions, and reports furnished by an actuary, accountant, controller, counsel, insurance company,
Administrative Services Provider, or other person who is employed or engaged for such purposes.
Moreover, a Plan Administrator and the Employer shall be entitled to rely upon information
furnished to the Plan Administrator or the Employer by a Participant or Eligible Dependent,
including, but not limited to, such person’s current mailing address.



7.7 Indemnification. The Company shall indemnify and hold harmless each employee
of the Company who is a fiduciary under the Plan against any and all expenses and liabilities
arising out of such member’s or such Employee’s administrative functions or fiduciary
responsibilities, 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 individual in the performance of
such functions or responsibilities, but excluding expenses and liabilities arising out of such
individual’s own gross negligence or willful misconduct. Expenses against which such person shall
be indemnified hereunder 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. Notwithstanding the foregoing provisions of this Section, this Section shall
not apply to, and the Company shall not indemnify against, any expense that was incurred without
the consent or approval of the Company, unless such consent or approval has been waived in writing
by the Company.



7.8 Fiduciary Duty. Each fiduciary under the Plan shall discharge his duties and
responsibilities with respect to the Plan:




	 	(1)	 	Solely in the interest of Participants and for the exclusive purpose of
providing benefits to Participants, Covered Eligible Dependents, and their
beneficiaries and of defraying reasonable expenses of administering the Plan;







	 	(2)	 	With the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with like
aims; and







	 	(3)	 	In accordance with the documents and instruments governing the Plan insofar
as such documents and instruments are consistent with applicable law.






“No fiduciary under the Plan shall cause the Plan to enter into a “prohibited transaction” as
provided in section 406 of ERISA or section 4975 of the Code.



7.9 Compensation and Bond. An Employee of the Company who is a fiduciary under the
Plan shall not receive compensation for services so rendered as a fiduciary of the Plan. To the
extent required by ERISA or other applicable law, the Plan Administrator shall furnish bond or
security for the performance of its duties hereunder.




 


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VIII.

Amendment and Termination of Plan




8.1 Right to Amend. Notwithstanding any provision of any other communication, either
oral or written, made by the Employer, an Administrative Services Provider, or any other individual
or entity to Employees, to any service provider, or to any other individual or entity, the Company
reserves the absolute and unconditional right to amend the Plan and any or all Constituent Benefit
Programs incorporated herein from time to time on behalf of itself and each Participating Employer,
including, but not limited to, the right to reduce or eliminate benefits provided pursuant to the
provisions of the Plan or any Constituent Benefit Program as such provisions currently exist or may
hereafter exist, and the right to amend prospectively or retroactively. Amendments to the Plan
and/or a Constituent Benefit Program may be effected by action by the Board or the Compensation
Committee of the Board; provided, however, that (a) any amendments to the Plan and/or a Constituent Benefit Program that do not have a significant
cost impact on the Employer may also be made by the Benefit Plans Committee and (b) any amendments to the Plan that do not have any cost impact on the Employer may also be made by
the Chairman of the Benefit Plans Committee.



8.2 Right to Terminate. The Employer hopes and expects to continue the Plan
indefinitely. However, notwithstanding any provision of any other communication, either oral or
written, made by the Employer, the Plan Administrator, an Administrative Services Provider, or any
other individual or entity to Employees, any service provider, or any other individual or entity,
the Company reserves the absolute and unconditional right to terminate the Plan and any and all
Constituent Benefit Programs, in whole or in part, on behalf of itself and each Participating
Employer, with respect to some or all of the Employees. Any termination of the Plan or the
Constituent Benefit Programs shall be in writing and shall be executed by an officer of the
Company.



8.3 Effect of Amendment or Termination. If the Plan is amended or terminated, each
Participant, beneficiary, and Covered Eligible Dependent shall have no further rights hereunder
and the Employer shall have no further obligations hereunder except as otherwise specifically
provided under the terms of the Plan and each Constituent Benefit Program; provided, however, that
no modification, alteration, amendment, suspension, or termination shall be made that would
diminish any vested accrued benefits arising from incurred but unpaid claims of Participants or
their Covered Eligible Dependents or beneficiaries existing prior to the effective date of such
modification, alteration, amendment, suspension, or termination.



8.4 Delegation to
Benefit Plans Committee. From time to time, the Board may
delegate to the Benefit Plans Committee certain of its powers pursuant to this Article VIII. Any
action taken by the Benefit Plans Committee pursuant to such delegation shall be deemed the act of
the Board without need for further action on the part of such Board.



8.5 Effect of Oral Statements. Any oral statements or representations made by the
Employer, an Administrative Services Provider, or any other individual or entity that alter,
modify, amend, or are inconsistent with the written terms of the Plan shall be invalid and
unenforceable and may not be relied upon by any Employee, beneficiary, Eligible Dependent, service
provider, or other individual or entity.




 


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IX.

Miscellaneous Provisions




9.1 No Guarantee
of Employment. Neither the Plan nor any provisions contained in the
Plan shall be construed to be a contract between the Employer and an Employee, or to be
consideration for or an inducement of the employment of any Employee by the Employer. Nothing
contained in the Plan shall grant any Employee the right to be retained in the service of the
Employer or limit in any way the right of the Employer to discharge or terminate the service of
any Employee at any time, without regard to the effect such discharge or termination may have on
any rights under the Plan.



9.2 Payments to Minors and Incompetents. If a Participant entitled to receive any
benefits under the Plan is a minor, is determined by the Plan Administrator in its discretion to be
incompetent, or is adjudged by a court of competent jurisdiction to be legally incapable of giving
valid receipt and discharge for benefits provided under the Plan, the Plan Administrator in its
discretion may pay such benefits to the duly-appointed guardian or conservator of such person or to
any third party who is authorized (as determined in the discretion of the Plan Administrator) to
receive any benefit under the Plan for the account of such Participant. Such payment shall
operate as a full discharge of all liabilities and obligations of the Plan Administrator under the
Plan with respect to such benefits.



9.3 No Vested Right to Benefits. No Participant or person claiming through such
Participant shall have any right to or interest in any benefits provided under the Plan upon
termination of his employment, his retirement, termination of Plan participation, or any other
circumstance, except as specifically provided under the Plan.




9.4 Nonalienation of Benefits.



(a) Except as provided in Sections 9.4(b), 9.8, and 9.10, or as the Plan Administrator may
otherwise permit by rule or regulation, no interest in or benefit payable under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, and any action by a Participant to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be void and of no effect; nor shall any interest in or benefit
payable under the Plan be in any way subject to any legal or equitable process, including, but not
limited to, garnishment, attachment, levy, seizure, or the lien of any person. This provision shall
be construed to provide each Participant, or other person claiming any interest or benefit in the
Plan through a Participant, with the maximum protection afforded such Participant’s interest in the
Plan (and the benefits provided thereunder) by law against alienation, encumbrance, and any legal
and equitable process, including, but not limited to, attachment, garnishment, levy, seizure, or
other lien.



(b) Plan provisions to the contrary notwithstanding, the Plan Administrator shall comply with
the terms and provisions of a “qualified domestic relations order” within the meaning of section
414(p) of the Code and section 206(d) of ERISA.


 


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9.5 Unknown Whereabouts. It shall be the affirmative duty of each Participant to
inform the Plan Administrator or its delegate of, and to keep on file with the Plan Administrator,
his current mailing address and the current mailing address of each Covered Eligible Dependent
and beneficiary of such Participant. If a Participant fails to inform the Plan Administrator of
his current mailing address or the current mailing address of each Covered Eligible Dependent or
beneficiary, neither the Plan Administrator, any Administrative Services Provider, nor the
Employer shall be responsible for any late payment or loss of benefits or for failure of any
notice to be provided or provided timely under the terms of the Plan to such individual.



9.6 Participating Employers. It is contemplated that affiliates of the Company may
become Participating Employers hereunder pursuant to the provisions of this Section. By written
instrument delivered to the Secretary of the Company and the designated Participating Employer, the
Company may designate any affiliated entity or organization eligible by law to participate in the
Plan as a Participating Employer or, with the consent of the Company, any such affiliated entity or
organization may elect to participate in the Plan as a Participating Employer. Such written
instrument shall specify the effective date of such designated participation and the extent of such
participation to the extent it does not extend to all Constituent Benefit Programs, and such
written instrument shall become a part of the Plan as to such designated Participating Employer and
its Employees. Upon its provision of any information to the Company required by the terms of, or
otherwise submitted with respect to, the Plan, each Participating Employer shall be conclusively
presumed to have consented to such designation and to have adopted the Plan, and to have agreed to
be bound by the terms of the Plan and any and all amendments thereto; provided, however, that the
terms of the Plan may be modified to increase the obligations of a Participating Employer only with
the consent of such Participating Employer, which consent shall be conclusively presumed upon such
Participating Employer’s provision of any information to the Company required by the terms of, or
otherwise submitted with respect to, the Plan following notice of such modification. Transfer of
employment among the Company and Participating Employers shall not be considered a termination of
employment hereunder. By appropriate action of its Board of Directors or noncorporate
counterpart, any Participating Employer may terminate its participation in the Plan by giving
written notice of intent to withdraw to the Company and the Secretary of the Company at least
ninety days prior to the proposed date of withdrawal, unless the Company agrees to waive all or
part of such ninety-day notice. Moreover, the Company in its discretion may terminate a
Participating Employer’s Plan participation at any time by giving written notice of such
termination to the Participating Employer.



9.7 Notice and Filing. Any notice, administrative form, or other communication
required to be provided to, delivered to, or filed with the Plan Administrator shall include
provision to, delivery to, or filing with any person or entity designated by the Plan Administrator
to be an agent for the disbursement and receipt of administrative forms and communications,
including, but not limited to, the Administrative Services Provider. Except as otherwise
provided herein, where such provision, delivery, or filing is required, such provision, delivery,
or filing shall be deemed given or made only upon actual receipt of such notice, administrative
form, or other communication by the Plan Administrator or designee. Unless otherwise provided by
law, any notice or other document sent by the Employer, the Plan Administrator, or an
Administrative Services Provider shall be deemed given or made when deposited in the mail, when
entrusted to a courier or delivery service, or when sent by telefax or other electronic means.


 


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9.8 Incorrect Information, Fraud, Concealment, or Error. Any
contrary provisions of the Plan notwithstanding, if, because of a human or systems error, or
because of incorrect information provided by or correct information failed to be provided by, fraud,
misrepresentation, or concealment of any relevant fact (determined in the sole opinion of the Plan
Administrator) by any Participant, Covered Eligible Dependent, beneficiary, or other individual,
the Plan enrolls any individual in a Constituent Benefit Program, provides continuation of
coverage to any individual pursuant to Article IV, or pays a benefit claim under the Plan, incurs
a liability for failure to so enroll, provide continuation of coverage, or pay a benefit claim, or
for terminating enrollment or continuation of coverage, or makes any overpayment or erroneous
payment to any individual or entity, the Plan Administrator shall be entitled to recover, in any
manner the Plan Administrator in its discretion deems necessary or appropriate for such recovery,
from such Participant, Covered Eligible Dependent, beneficiary, or other individual such benefit
paid or the amount of such liability incurred and any and all expenses incidental to or necessary
for such recovery. Human or systems error or omission shall not deprive an Eligible Employee or an
Eligible Dependent of coverage or affect in any way the amount of a Participant’s, Covered
Eligible Dependent’s, or beneficiary’s benefit to which such Participant, Covered Eligible
Dependent, or beneficiary is otherwise entitled under the terms of the Plan.



9.9 Medical Responsibilities. With regard to Constituent Benefit Programs
providing medical and other health-related benefits, all responsibility for medical decisions with
respect to a Participant or Covered Eligible Dependent concerning any treatment, drug, service, or
supply rests with the Participant or Covered Eligible Dependent and such person’s treating
physician. Neither the Employer, the Plan, the Plan Administrator, nor an Administrative Services
Provider has any responsibility for any such medical decision or for any act or omission of any
physician, hospital, pharmacist, nurse, or other provider of medical goods or services, and each of
them may rely upon the representations of any physician, hospital pharmacist, nurse, or other
provider of goods or services without any duty to verify independently the truth of such
representations. The preceding notwithstanding, a decision concerning any treatment, drug,
service, or supply, or any other decision made by a Participant, Covered Eligible Dependent, or
provider, shall in no way affect the decision by the Plan Administrator or its delegate that a
benefit is or is not payable from the Plan with respect to such treatment, drug, service, or
supply.



9.10 Compromise of Claims. A claim for benefits may be compromised on any terms
acceptable to both the Participant and the Plan Administrator.



9.11 Electronic Administration. The Plan may be administered electronically by use of
telephonic and/or computer resources. It is specifically contemplated that, where the Plan refers
to communications such as designations, writings, notices, forms, elections, and the like, such
communications may occur electronically pursuant to such rules and procedures as the Plan
Administrator may establish.



9.12 Tax Payments. The Employer shall have the right to withhold from an
Employee’s Compensation or seek reimbursement of federal or state income tax withholding or
employment taxes assessed with respect to any payment under any Constituent Plan or any benefit
coverage elected by the Employee under the Constituent Plan which is not excludable from the gross
income of the Employee.


 


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9.13 Compensation and Bond. The Administrator or its delegates shall not receive
compensation with respect to their services. To the extent required by applicable law, but not
otherwise, the Administrator shall furnish bond or security for the performance of their duties
hereunder.



9.14 Jurisdiction. Except to the extent that ERISA applies to this Plan and preempts
state laws, the Plan shall be construed, enforced and administered according to the laws of the
state of Texas.



9.15 Severability. In case any provision of the Plan is held to be illegal or invalid
for any reason, such illegal or invalid provision shall not affect the remaining provisions of the
Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had not
been included therein. Moreover, if any benefits provided under a Constituent Benefit Program are
determined to be other than benefits which are eligible to constitute an employee welfare benefit
plan within the meaning of section 3(1) of ERISA, such determination shall not prevent the
remainder of the Plan from qualifying as such an ERISA plan.




 


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X.

Qualified Medical Child Support Orders




Contrary Plan provisions notwithstanding, each Group Health Plan shall provide benefits and
coverages in accordance with the applicable requirements of any “qualified medical child support
order,” as such term is defined in section 609(a)(2)(A) of ERISA, and the Plan Administrator shall
establish such rules and procedures regarding “medical child support orders” and “qualified medical
child support orders,” as such terms are defined, respectively, in sections 609(a)(2)(A) and
609(a)(2)(B) of ERISA, as are required under section 609 of ERISA. The provisions of this Article X
shall supercede and entirely replace any provisions regarding medical child support orders which
are in a Constituent Benefit Program Document.




 


-29-









 







XI.

COBRA Continuation Coverage




Contrary Plan provisions notwithstanding, each Group Health plan shall provide COBRA
continuation coverage for Participants or Covered Eligible Dependents (i) to the extent and only to
the extent required by section 4980B of the Code, sections 601 through 607 of ERISA and regulations
promulgated pursuant to such statutes and (ii) in accordance with election procedures and rules
prescribed by section 4980B of the Code, sections 601 through 607 of ERISA and regulations
promulgated pursuant to such statutes. Persons electing COBRA continuation coverage pursuant to
this Article XI shall be required to contribute the amount established by the Plan Administrator as
a condition to such coverage (but not in excess of the amount permitted to be required under
section 4980B(f)(2)(C) of the Code and section 602(c) of ERISA). The provisions of this Article XI
shall supercede and entirely replace any provisions regarding COBRA continuation coverage which are
in a Constituent Benefit Program Document.




 


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XII.

FMLA Coverage




To the extent required by the Family and Medical Leave Act of 1993, each Group Health Plan
shall provide for continuation of coverage and reinstatement of coverage for a Participant and his
Covered Eligible Dependents if such Participant takes a leave of absence from the Employer pursuant
to the rights afforded him under such Act and complies with the requirements imposed upon him under
such Act as a condition to such rights. The provisions of this Article XII shall supercede and
entirely replace any provisions regarding requirements under the Family and Medical Leave Act of
1993 which are in a Constituent Benefit Program Document.




 


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XIII.

USERRA




To the extent required by the Uniformed Services Employment and Reemployment Rights Act of
1994 (“USERRA”), each Constituent Benefit Program that is a “health plan,” as defined by section
4303(7) of USERRA, shall provide for continuation of coverage and reinstatement of coverage for a
Participant and his Covered Eligible Dependents if such Participant takes a leave of absence from
the Employer for “services in the uniformed services,” as defined by section 4303(13) of USERRA and
complies with the requirements imposed upon him under such Act. The provisions of this Article XIII
shall supercede and entirely replace any provisions regarding requirements under USERRA which are
in a Constituent Benefit Program Document.




 


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XIV.

RESTRICTIONS REGARDING

PROTECTED HEALTH INFORMATION





14.1 Purpose of Article.



The purpose of this Article XIV is to cause the Plan (A) to comply with the Plan document’s
restrictions on uses and disclosure of protected health information (“PHI”)(i.e., individually
identifiable health information as described in Section 164.501 of the Regulations) by the Company
and (B) to provide for other rules and restrictions necessary for the Plan to comply with the PHI
requirements of applicable laws regarding the privacy of PHI. This Article is to be construed and
interpreted in accordance with such purposes.



14.2 Provision of Information to the Company Pursuant to Authorization. The Plan may at any time disclose to and the Company may receive from the Plan 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.



14.3 Provision of Summary Health Information to Company. The Company may receive from
the Plan and use PHI if the information consists solely of “summary health information” (“SHI”)
(i.e. information that summarizes the claims history, claims expenses or type of claims experienced
by covered persons under the plan as such term is described in Section 164.504 of the Regulations)
and only if the Company certifies to the fiduciaries of the Plan (i.e., the Plan Administrator(s))
that the information is being requested for one or more of the following:




	 	(1)	 	For the purpose of enabling the Company to obtain premium bids from
health insurers for providing health insurance coverage under the Plan;







	 	(2)	 	For purposes of determining whether and, if so, how to modify or amend
the Plan; or







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






 


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14.4 General Provision of Health Information to Company. The Company may
receive from the Plan and use PHI if (A) the Company certifies in writing to the Plan’s fiduciaries
(i.e., the Plan Administrator(s)) that the Plan incorporates the restrictive provisions described
in items (A) through (J) below and the separation requirements described in Section 14.5 below and
(B) the Company agrees to comply with the following restrictions and requirements regarding the PHI
which is provided by the Plan to the Company:




	 	(1)	 	The Company 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 Dynegy Inc. and Affiliates Employee Plan
Protected Health Information Privacy Policy (the “Privacy Policy”);







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







	 	(3)	 	The Company 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 Company;







	 	(4)	 	The Company 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;







	 	(5)	 	The Company will make available to Participants PHI in accordance with
Section 164.524 of the Regulations as set forth in the Privacy Policy;







	 	(6)	 	The Company will make available to Participants PHI for amendment and
incorporate any amendments to PHI in accordance with Section 164.526 of the
Regulations as set forth in the Privacy Policy;







	 	(7)	 	The Company will make available to Participants the information required
to provide an accounting of disclosures in accordance with
Section 164.528 of the Regulations as set forth in the Privacy Policy;







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







	 	(9)	 	If feasible, the Company will return or destroy all PHI received from the
Plan that the Company 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 Company will limit further
uses and disclosures to those purposes that make the return or destruction of the
information infeasible; and







	 	(10)	 	The Company will ensure the adequate separation required pursuant to
Section 14.5 below.





 


-34-









 










14.5 Adequate Separation. At all times, there shall be adequate separation between the
Plan and the Company in accordance with the requirements imposed pursuant to Section
164.504(f)(2)(iii) of the Regulations. In order to comply with such adequate separation
requirements:




	 	(1)	 	The only employees, classes of employees or other persons under the
control of the Company to be given access to PHI disclosed to the Company or
who receives PHI relating to payment under, health care operations of, or other matters pertaining to the Plan in the ordinary course of business
are: those individuals employed by or providing services to the division of the Company’s
Human Resources Department which deals with the administration and processing of benefit
claims under the Plan, the Plan’s fiduciaries (i.e., the Plan Administrator(s)), the
members of the compensation committee of the Company’s Board of Directors, the Plan’s
Privacy Officer and other employees/individuals who have been identified by the Privacy
Officer as persons who may have need to access PHI whether by virtue of being involved in
the ongoing operation and administration of the Plan or being involved in such Plan
sponsor activities that may entail bid proposals, etc.







	 	(2)	 	The access to and use by the Company and the other individuals and entities described in
item (A) above is restricted to (i) the Plan administration functions that the Company
performs in connection with the operation and administration of the Plan, (ii) the Plan
sponsor functions with respect to which the Company is entitled to receive SHI pursuant to
Section 14.4 above, (iii) uses and disclosures described in an authorization by the Plan
Participant, and (iv) uses and disclosures that are described to Plan Participants in the
Notice of Privacy Practices and Consent for Dynegy Inc. and Affiliates Plan Participants, as
required by Section 164.520 of the Regulations.







	 	(3)	 	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 14.4 above, the noncompliance shall be
reported to the Plan’s Privacy Office 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 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 Company, the Plan’s Privacy Officer shall confer with the appropriate
executives of the Company. If the Company, following consideration of a proposed sanction from
the Plan’s Privacy Officer for noncompliance with the requirements of sections 14.4 and 14.5
by a person or entity, determines not to impose such sanction, the Company 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.”









 


-35-












 






14.6 Privacy Officer. The Company shall appoint a privacy officer for the Plan. The
Company may remove the Plan’s then existing privacy officer at any time upon written notice
provided that the Company has appointed a successor privacy officer to serve and such successor
privacy officer has consented to act as privacy officer for the Plan. Any privacy officer appointed
for the Plan shall signify his or her consent to act as privacy officer for the Plan in writing to
the Company. 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 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 privacy officer shall have the following specific powers, duties and responsibilities:




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







	 	(2)	 	Provides development guidance and assists in the identification,
implementation, and maintenance of information privacy policies and procedures
in coordination with management and administration, and legal counsel.







	 	(3)	 	Performs initial and periodic information privacy risk assessments and
conducts related ongoing compliance monitoring activities in coordination with
information privacy compliance and operational assessment functions.







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







	 	(5)	 	Oversees, directs, delivers, or ensures delivery of initial and privacy
training and orientation to all parties who may have access to PHI in connection
with the Plan including Company employees, Plan service providers, contractors,
Plan business associates, such as third-party administrators, COBRA vendors
and utilization review organizations and other appropriate third parties.

	 
	 	(6)	 	Participates in the development, implementation, and ongoing compliance monitoring of
all trading partner and business associate agreements, to ensure all privacy concerns,
requirements, and responsibilities are addressed.





 


-36-









 






	 	(7)	 	Establishes with management and operations a mechanism to identify all of the Company’s plans
and benefit arrangements which are “covered entities” for purposes of the laws governing PHI.

	 
	 	(8)	 	Tracks and monitors access to PHI within the Company in connection with the operation and
administration of the Plan and its sponsorship by the
Company.

	 
	 	(9)	 	Establishes rules to determine when to allow qualified individuals to review or receive a
report on PHI privacy activity.

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

	 
	 	(11)	 	Establishes and administers a process for receiving, documenting, tracking,
investigating, and taking action on all complaints concerning privacy policies regarding the
Plan and procedures in coordination and collaboration with other similar functions and, when
necessary, legal counsel.

	 
	 	(12)	 	Ensures compliance with privacy practices and consistent application of sanctions for failure
to comply with Plan privacy policies for all individuals in the Company’s workforce, extended
workforce, and for all business associates, such as third-party administrators, COBRA vendors
and utilization review organizations, in cooperation with Human Resources, administration, and
legal counsel as applicable.

	 
	 	(13)	 	Initiates, facilitates and promotes activities to foster information privacy awareness within
the Company.

	 
	 	(14)	 	Reviews all system-related information security plans throughout the Company’s network to
ensure alignment between security and privacy practices, and acts as a liaison to the
information systems department.

	 
	 	(15)	 	Works with all Company personnel and business associates, such as third-party
administrators, COBRA vendors and utilization review organizations, involved with any
aspect of release of Plan PHI, to ensure full coordination and cooperation under the Plan’s
privacy policies and procedures and legal requirements.

	 
	 	(16)	 	Maintains current knowledge of applicable federal and state privacy laws and monitors
advancements in information privacy technologies to ensure organizational adaptation and
compliance.







	 	(17)	 	Serves as information privacy consultant to the Company with respect to the Plan.






 


-37-









 











14.7 Coverage and Effective Pate. This Article shall apply only to those
Constituent
Benefit Programs which have been designated as Plan health care components (as such term is defined
in Section 164.504 of the regulations promulgated pursuant to the Health Insurance Portability and
Accountability Act). This Article shall be effective as of April 14, 2003 for Plan health care
components which have annual receipts of $5,000,000.00 or more and April 14, 2004 as to all other
Plan health care components.



	 	 	 	 	 
	 	DYNEGY INC.

 	 
	 	By:  	/s/ Jane D. Jones
 	 
	 	 	Name:  	Jane D. Jones 	 



 


-38-









 





	 	 	 	 	 



Appendix A




Dynegy Inc.




Comprehensive Welfare Benefits Plan




Prior Plans




Dynegy Inc. Group Medical Plan
 Dynegy Inc. Employee
Assistance Plan
 Dynegy Inc. Medical Reimbursement Plan

Dynegy Inc. Dependent Care Plan
 Dynegy Inc.
Group Life and Accidental Death and Dismemberment Insurance Plan

Dynegy Inc. Long Term Disability Plan

Dynegy Flexible Spending Account Benefits Plan

Dynegy Inc. Group Health Insurance Premiums Only Plan

Dynegy Inc. Business Travel Accident Plan
 The Dynegy Inc.
Midstream Services Union Managed Indemnity Plan

The Dynegy Inc. Severance Pay Plan

The Dynegy Inc. Executive Severance Pay Plan

The Illinois Power Company Long Term Disability Plan

The Illinois Power Company Dental Plan

The Illinois Power Company Group Insurance Plan for All Employees

The Illinois Power Health Care Reimbursement Program

The Illinois Power Dependent Care Program and

the Illinois Power Flexible Benefits Program



  

A-1




 


 









 







Appendix B




Dynegy Inc.




Comprehensive Welfare Benefits Plan




Constituent Benefit Programs





	I.	 	Dynegy Inc. Group Medical Plan







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc. (Plan
Sponsor), Calcasieu Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global
Communications, Inc., Illinova Energy Partners, Inc., Illinova Generating Company,
Dynegy Midstream Services, Limited Partnership, Dynegy Marketing and Trade, Dynegy
Power Marketing, Inc., Dynegy Power Corp. and Illinois Power Company (for
non-collectively bargained employees). Effective February 1, 2002 — Northern Natural
Gas Company.

	 
	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions; Dynegy Inc.
Employee Welfare Benefit Trust; Administrative Services Contracts with United
HealthCare, Merck Medco Rx Services, Blue Cross/Blue Shield of Illinois,
Express Scripts, Inc., Behavioral Health Systems, United Behavioral Health (commencing
March 1, 2002), Managed Health Network (until February 28, 2002), Delta Dental
Insurance Company and Vision Service Plan; Health Maintenance Organization Contracts
with CIGNA HMO, Health Alliance and Ochsner; and Insurance Contracts with Delta Dental
Insurance Company, Vision Plan and CIGNA International.

	 
	 	•	 	Plan Administrators: With respect to benefits provided or administered under
their respective contracts, United HealthCare, Merck Medco RX Services, Blue Cross/Blue
Shield of Illinois, Express Scripts, Inc., Behavioral Health Systems, United
Behavioral Health (commencing March 1, 2002), Managed Health Network (until February
28, 2002), Delta Dental Insurance Company and Vision Service Plan, CIGNA HMO, Health
Alliance, Ochsner, Vision Service Plan and CIGNA International shall serve as
benefit claims and claims appeals fiduciaries for the Dynegy Inc. Group Medical 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 benefits under
the Dynegy Inc. Group Medical Plan, such interpretation decision thereof to be
final and conclusive on all persons claiming benefits under the Plan with
respect to the Dynegy Inc. Group Medical Plan;





 


B-1









 






	 	(2)	 	The sole discretionary authority to determine and authorize payment of
medical benefits under the Dynegy Inc. Group Medical 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 Inc. Group Medical Plan
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 Inc. Group Medical
Benefit Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Dynegy Inc. Group Medical Plan, including, but not limited to, the following powers and
duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility
under the terms of the Dynegy Inc. Group Medical Plan, its decision thereof to
be final and conclusive on all persons;







	 	(2)	 	To prepare and distribute information explaining the Dynegy Inc.
Group Medical Plan including, but not limited to, all materials and information
required to be distributed pursuant to ERISA;







	 	(3)	 	To perform any and all reporting and disclosure required with
respect to the Dynegy Inc. Group Medical Plan under applicable provisions of
ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Inc. Group Medical Plan;







	 	(5)	 	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 Inc. Group Medical Plan, in such manner and to such extent
as it deems expedient; and







	 	(6)	 	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 Inc. Group
Medical Plan.





 


B-2









 











	II.	 	Dynegy Inc. Employee Assistance Plan







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services, Limited
Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc., Dynegy Power Corp. and
Illinois Power Company (for non-collectively bargained employees). Effective February 1, 2002 —
Northern Natural Gas Company.

	 
	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions; and Administrative Services
Contracts with Chestnut Health Systems, Managed Health Network (until February 28, 2002) and
United Behavioral Health (commencing March 1, 2002).

	 
	 	•	 	Plan Administrators: With respect to benefits provided or administered under their
respective contracts, Chestnut Health Systems, Managed Health Network (until
February 28, 2002) and United Behavioral Health (commencing March 1, 2002) shall serve as
benefit claims and claims appeals fiduciaries for the Dynegy Inc. Employee Assistance 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 benefits under the Dynegy Inc. Employee
Assistance Plan, such interpretation decision thereof to be final and conclusive on
all persons claiming benefits under the Plan with respect to the Dynegy Inc. Employee
Assistance Plan;

	 
	 	(2)	 	The sole discretionary authority to determine and authorize payment of
medical benefits under the Dynegy Inc. Employee Assistance 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 Inc. Employee Assistance Plan 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 Inc. Employee Assistance Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the Dynegy Inc.
Employee Assistance Plan, including, but not limited to, the following powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the
terms of the Dynegy Inc. Employee Assistance Plan, its decision thereof to be final
and conclusive on all persons;





 


B-3









 






	 	(2)	 	To prepare and distribute information explaining the Dynegy Inc.
Employee Assistance Plan including, but not limited to, all materials and
information required to be distributed pursuant to ERISA;

	 
	 	(3)	 	To perform any and all reporting and disclosure required with
respect to the Dynegy Inc. Employee Assistance Plan under applicable provisions
of ERISA;

	 
	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Inc. Employee Assistance Plan;

	 
	 	(5)	 	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 Inc. Employee Assistance Plan, in such manner and to such
extent as it deems expedient; and

	 
	 	(6)	 	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 Inc.
Employee Assistance Plan.







	III.	 	Dynegy Inc. Health Care Spending Account Program







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream
Services, Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing,
Inc., Dynegy Power Corp. and Illinois Power Company (for non-collectively bargained
employees). Effective February 1, 2002 — Northern Natural Gas Company. Effective
January 31, 2002 — Dynegy Northeast Generation, Inc.







	 	•	 	Constituent Benefit Plan Documents: Dynegy Inc. Health Care Spending Account
Program; Summary Plan Description; and Administrative Services Contract with TaxSaver,
Inc.







	 	•	 	Plan Administrators: With respect to spending account benefits provided or
administered under its contract, TaxSaver, Inc. shall serve as benefits claims and
claims appeal fiduciary for the Dynegy Inc. Health Care Spending Account Program 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 benefits under
the Dynegy Inc. Health Care Spending Account Program, such interpretation
decision thereof to be final and conclusive on all persons claiming benefits
under the Plan with respect to the Dynegy Inc. Health Care Spending Account
Program;











 


B-4









 











	 	(2)	 	The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Inc. Health Care Spending Account Program, 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 Inc. Health Care Spending Account Program 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 Inc. Health Care Spending Account Program.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not described above with respect to the Dynegy Inc. Health Care
Spending Account Program, including, but not limited to,
the following powers and duties:




	 	(1)	 	All administrative responsibility with respect to salary reduction payroll
processing.

	 
	 	(2)	 	In its sole discretionary authority, to determine eligibility under the terms
of the Dynegy Inc. Health Care Spending Account Program, its decision thereof to be
final and conclusive on all persons;

	 
	 	(3)	 	To prepare and distribute information explaining the Dynegy Inc. Health Care Spending
Account Program including, but not limited to, all materials and information required to
be distributed pursuant to ERISA;

	 
	 	(4)	 	To perform any and all reporting and disclosure required with respect to the Dynegy
Inc. Health Care Spending Account Program under applicable provisions of ERISA;

	 
	 	(5)	 	To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Inc. Health Care Spending Account Program;

	 
	 	(6)	 	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 Inc. Health
Care Spending Account Program, in such manner and to such extent as it deems expedient;
and

	 
	 	(7)	 	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 Inc. Health Care Spending Account Program.





 


B-5









 











	IV.	 	Dynegy Inc. Dependent Care Spending Account Program







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services,
Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc., Dynegy
Power Corp. and Illinois Power Company (for non-collectively bargained employees).
Effective February 1, 2002 — Northern Natural Gas Company. Effective January 31, 2002 —
Dynegy Northeast Generation, Inc.







	 	•	 	Constituent Benefit Plan Documents: Dynegy Inc. Dependent Care Spending
Account Program; Summary Plan Description; and Administrative Services Contract with
TaxSaver, Inc.







	 	•	 	Plan Administrators: With respect to spending account benefits provided or
administered under its contract, TaxSaver, Inc. 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 benefits under
the Dynegy Inc. Dependent Care Spending Account Program, such interpretation
decision thereof to be final and conclusive on all persons claiming benefits
under the Plan with respect to the Dynegy Inc. Dependent Care Spending Account
Program;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Inc. Dependent Care Spending
Account Program, 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 Inc. Dependent Care
Spending Account Program 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 Inc. Dependent
Care Spending Account Program and the Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Dynegy Inc. Dependent Care Spending Account Program, including, but not limited to,
the following powers and duties:




	 	(1)	 	All administrative responsibilities with respect to salary reduction payroll
processing.





 


B-6









 











	 	(2)	 	In its sole discretionary authority, to determine eligibility under the
terms of the Dynegy Inc. Dependent Care Spending Account Program, its
decision thereof to be final and conclusive on all persons;







	 	(3)	 	To prepare and distribute information explaining the Dynegy Inc.
Dependent Care Spending Account Program Plan including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;







	 	(4)	 	To perform any and all reporting and disclosure required with
respect to the Dynegy Inc. Dependent Care Spending Account Program under
applicable provisions of ERISA;







	 	(5)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Inc. Dependent Care Spending Account Program;







	 	(6)	 	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 Inc. Dependent Care Spending Account Program, in such
manner and to such extent as it deems expedient; and







	 	(7)	 	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 Inc.
Dependent Care Spending Account Program.







	V.	 	Dynegy Inc. Group Life and Accidental Death and Dismemberment Insurance Plan







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services,
Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc.,
Dynegy Power Corp. and Illinois Power Company. Effective February 1, 2002 — Northern
Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions and Insurance
Contract with Met Life Insurance Company.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Met Life Insurance Company 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 benefits under
the Dynegy Inc. Group Life and Accidental Death and Dismemberment Insurance
Plan,
such interpretation decision thereof to be final and conclusive on all persons claiming
benefits under the Plan with respect to the Dynegy Inc. Group Life and Accidental Death
and Dismemberment Plan;





 


B-7









 











	 	(2)	 	The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Inc. Group Life and Accidental Death and Dismemberment Insurance
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 Inc. Group Life and Accidental Death and Dismemberment
Insurance Plan 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 Inc. Group Life and Accidental Death and
Dismemberment Insurance Plan.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not described above with respect to the Dynegy Inc. Group Life and
Accidental Death and Dismemberment Insurance Plan, including, but not limited to, the following
powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Inc. Group Life and Accidental Death and Dismemberment Insurance Plan, its decision
thereof to be final and conclusive on all
persons;







	 	(2)	 	To prepare and distribute information explaining the Dynegy Inc. Group Life and
Accidental Death and Dismemberment Insurance Plan including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;







	 	(3)	 	To perform any and all reporting and disclosure required with respect to the Dynegy
Inc. Group Life and Accidental Death and Dismemberment Insurance Plan under applicable
provisions of ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Inc. Group Life and Accidental Death and Dismemberment Insurance Plan;







	 	(5)	 	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 inc. Group
Life and Accidental Death and Dismemberment Insurance Plan, in such manner and to such
extent as it deems expedient; and






	 	(6)	 	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 Inc. Group
Life and Accidental Death and Dismemberment Insurance Plan.













 


B-8









 












	VI.	 	Dynegy Inc. Long Term Disability Plan







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services,
Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc.,
Dynegy Power Corp. and Illinois Power Company. Effective February 1, 2002 — Northern
Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions and Insurance
Contract with Met Life Insurance Company.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Met Life Insurance 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 benefits under
the Dynegy Inc. Long Term Disability Plan, such interpretation decision thereof
to be
final and conclusive on all persons claiming benefits under the Plan with
respect to the Dynegy Inc. Long Term Disability Plan;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Inc. Long Term 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 Inc. Long Term
Disability Plan 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 Inc. Long Term
Disability Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Dynegy Inc. Long Term Disability Plan, including, but not limited to, the following
powers and duties:



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





 


B-9









 







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







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







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with respect to
the Dynegy Inc. Long Term Disability Plan;







	 	(5)	 	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 Inc. Long Term Disability Plan, in such manner and to such
extent as it deems expedient; and







	 	(6)	 	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 Inc. Long
Term Disability Plan.







	VII.	 	Dynegy Inc. Section 125 Flexible Benefits Program







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services,
Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc.
and Dynegy Power Corp. Effective January 31, 2002 — Dynegy Northeast Generation, Inc.
Effective February 1, 2002 — Northern Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Dynegy Inc. Section 125 Flexible Benefits
Program, Summary Plan Description and Administrative Contract with TaxSaver, Inc.







	 	•	 	Plan Administrators: With respect to spending account benefits provided or
administered under its contracts, TaxSaver, Inc. 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 benefits under
the Dynegy Inc. Section 125 Flexible Benefits Program, such interpretation
decision
thereof to be final and conclusive on all persons claiming benefits under the Plan with
respect to the Dynegy Inc. Section 125 Flexible Benefits Program;





 


B-10









 











	 	(2)	 	The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Inc. Section 125 Flexible Benefits Program, 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 Section 125 Flexible Benefits Program 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 Inc. Section 125 Flexible Benefits Program.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not described above with respect to the Dynegy Inc. Section 125
Flexible Benefits Program, including, but not limited to, the following powers and duties:




	 	(1)	 	All administrative responsibility with respect to salary reduction payroll
processing and pre-tax premium conversions.







	 	(2)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Inc. Section 125 Flexible Benefits Program, its decision thereof to be final and
conclusive on all persons;







	 	(3)	 	To prepare and distribute information explaining the Dynegy Inc. Section 125 Flexible
Benefits Program including, but not limited to, all materials and information required to
be distributed pursuant to ERISA;







	 	(4)	 	To perform any and all reporting and disclosure required with respect to the Dynegy
Inc. Section 125 Flexible Benefits Program under applicable
provisions of ERISA;







	 	(5)	 	To sue or cause suit to be brought in the name of the Plan with respect to the Dynegy
Inc. Section 125 Flexible Benefits Program;







	 	(6)	 	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 Inc. Section
125 Flexible Benefits Program, in such manner and to such extent as it deems expedient;
and







	 	(7)	 	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 Inc.
Section 125 Flexible Benefits Program.





 


B-11









 











	VIII.	 	Dynegy Inc. Business Travel Accident Plan







	 	•	 	Participating Employers: Effective January 1, 2002 — Dynegy Inc., Calcasieu
Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global Communications, Inc.,
Illinova Energy Partners, Inc., Illinova Generating Company, Dynegy Midstream Services,
Limited Partnership, Dynegy Marketing and Trade, Dynegy Power Marketing, Inc.,
Dynegy Power Corp., Dynegy Northeast Generation, Inc. and Illinois Power Company.
Effective February 1, 2002 — Northern Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions and Insurance
Contract with Zurich American Insurance Company.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Zurich American Insurance Company 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 benefits under
the Dynegy Inc. Business Travel Accident Plan, such interpretation decision
thereof to be final and conclusive on all persons claiming benefits under the
Plan with respect to the Dynegy Inc. Business Travel Accident Plan;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Inc. Business Travel Accident
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 Inc. Business Travel
Accident Plan 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 Inc. Business
Travel Accident Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Dynegy Inc. Business Travel Accident Plan, including, but not limited to, the
following powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility
under the terms of the Dynegy Inc. Business Travel Accident Plan, its decision
thereof to be final and conclusive on all persons;





 


B-12









 






	 	(2)	 	To prepare and distribute information explaining the Dynegy Inc. Business
Travel Accident Plan including, but not limited to, all materials and
information required to be distributed pursuant to ERISA;







	 	(3)	 	To perform any and all reporting and disclosure required with
respect to the Dynegy Inc. Business Travel Accident under applicable provisions
of ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Inc. Business Travel Accident Plan;







	 	(5)	 	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 Inc. Business Travel Accident Plan, in such manner and to
such extent as it deems expedient; and







	 	(6)	 	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 Inc.
Business Travel Accident Plan.







	IX.	 	Dynegy Inc. Midstream Services Union Managed Indemnity Plan (terminating plan)







	 	•	 	Participating Employers: Dynegy Midstream Services, Limited Partnership.







	 	•	 	Constituent Benefit Plan Documents: Summary Plan Description; Trident NGL
Employee Benefit Trust; and Insurance Contract with United HealthCare.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, United HealthCare 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 benefits under
the Dynegy Inc. Midstream Services Union Managed Indemnity Plan, such
interpretation decision thereof to be final and conclusive on all persons
claiming benefits under the Plan with respect to the Dynegy Inc. Midstream
Services Union Managed Indemnity Plan;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Dynegy Inc. Midstream Services Union
Managed Indemnity Plan, any such decision thereof to be final and conclusive on
all persons;





 


B-13









 






	 	(3)	 	The sole discretionary authority to process and determine benefit claims
and benefit claims appeals under the Dynegy Inc. Midstream Services Union
Managed Indemnity Plan 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 Inc. Midstream
Services Union Managed Indemnity Plan.







The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Dynegy Inc. Midstream Services Union Managed Indemnity Plan, including, but not limited
to, the following powers:




	 	(1)	 	In its sole discretionary authority, to determine eligibility
under the terms of the Dynegy Inc. Midstream Services Union Managed Indemnity
Plan, its decision thereof to be final and conclusive on all persons;







	 	(2)	 	To prepare and distribute information explaining the Dynegy Inc.
Midstream Services Union Managed Indemnity Plan including, but not limited to,
all materials and information required to be distributed pursuant to ERISA;







	 	(3)	 	To perform any and all reporting and disclosure required with
respect to the Dynegy Inc. Midstream Services Union Managed Indemnity Plan under
applicable provisions of ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Dynegy Inc. Midstream Services Union Managed Indemnity Plan;







	 	(5)	 	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 Inc. Midstream Services Union Managed Indemnity Plan, in
such manner and to such extent as it deems expedient; and







	 	(6)	 	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 Inc.
Midstream Services Union Managed Indemnity Plan.







	X.	 	Dynegy Severance Pay Plan







	 	•	 	Participating Employers: Effective as of January 1, 2002 — Dynegy Inc.,
Calcasieu Power, LLC, Dynegy Global Liquids (Cayman) Ltd., Dynegy Global
Communications, Inc., Illinova Energy Partners, Inc., Illinova Generating Company,
Dynegy Midstream Services, Limited Partnership, Dynegy Marketing and Trade,
Dynegy Power Marketing, Inc., Dynegy Power Corp., Illinois Power Company, and Dynegy Midwest
Generation, Inc. Effective February 1, 2002 — Northern Natural Gas Company.





 


B-14









 











	 	•	 	Constituent Benefit Plan Documents: Dynegy Severance Pay Plan and
Summary Plan Description.

	 
	 	•	 	Plan Administrator: The Company shall be the Plan Administrator and
shall have any and all administrative fiduciary powers and duties with
respect to the Dynegy Inc. Severance Pay Plan, including, but not
limited to, 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 benefits under the Dynegy Inc. Severance Pay Plan,
such interpretation decision thereof to be final and conclusive on all persons claiming
benefits under the Plan with respect to the Dynegy Inc. Severance Pay Plan;

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

	 
	 	(4)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Dynegy Inc. Group Severance Pay, its decision thereof to be final and conclusive on all
persons;

	 
	 	(5)	 	To prepare and distribute information explaining the Dynegy Inc. Severance Pay 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
Inc. Severance Pay 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
Inc. Severance Pay 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 Inc. Severance
Pay 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 Inc. Severance Pay Plan.





 


B-15









 






	XI.	 	Dynegy Executive Severance Pay Plan







	 	•	 	Participating Employers: Effective as of January 1, 2002 — Dynegy Inc.,
Calcasieu Power, LLC, Dynegy Global Liquids (Cayman) Ltd,, Dynegy Global
Communications, Inc., Illinova Energy Partners, Inc., Illinova Generating Company,
Dynegy Midstream Services, Limited Partnership, Dynegy Marketing and Trade, Dynegy
Power Marketing, Inc., Dynegy Power Corp., Illinois Power Company and Dynegy Midwest
Generation, Inc. Effective February 1, 2002 — Northern Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Dynegy Executive Severance Pay Plan.







	 	•	 	Plan Administrator: The Company shall be the Plan Administrator with respect to
any and all administrative fiduciary powers and duties with respect to the Dynegy Inc.
Executive Severance Pay Plan, including, but not limited to, 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 benefits under the Dynegy Inc.
Executive Severance Pay Plan, such interpretation decision thereof to be final
and conclusive on all persons claiming benefits under the Plan with respect to the
Dynegy Inc. Executive Severance Pay Plan;

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

	 
	 	(4)	 	In its sole discretionary authority, to determine eligibility under the
terms of the Dynegy Inc. Group Severance Pay, its decision thereof to be final
and conclusive on all persons;

	 
	 	(5)	 	To prepare and distribute information explaining the Dynegy Inc.
Executive Severance Pay Plan including, but not limited to, all materials and
information required to be distributed pursuant to ERISA;





 


B-16









 











	 	(6)	 	To perform any and all reporting and disclosure required with respect to the
Dynegy Inc. Executive Severance Pay 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 Inc. Executive Severance Pay 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 Inc. Executive Severance Pay 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 Inc. Executive
Severance Pay Plan.







	XII.	 	Illinois Power Company Health Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement







	 	•	 	Participating Employers: Illinois Power Company, and Dynegy Midwest Generation,
Inc.

	 
	 	•	 	Constituent Benefit Plan Documents: Illinois Power Company Health Care
Reimbursement Plan; Summary Plan Description; and Administrative Services Contract
with Tax Saver.

	 
	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Tax Saver 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 benefits under
the Illinois Power Company Health Care Spending Account Program for Employees
Covered Under a Collective Bargaining Agreement, such interpretation decision
thereof to be final and conclusive on all persons claiming benefits under the
Plan with respect to the Illinois Power Company Health Care Spending Account
Program for Employees Covered Under a Collective Bargaining Agreement;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Illinois Power Company Health Care
Spending Account Program for Employees Covered Under a Collective Bargaining
Agreement, any such decision thereof to be final and conclusive on all persons;





 


B-17









 






	 	(3)	 	The sole discretionary authority to process and determine benefit claims and benefit
claims appeals under the Illinois Power Company Health Care Spending Account Program for
Employees Covered Under a Collective Bargaining Agreement 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 Illinois Power Company Health Care Spending Account
Program for Employees Covered Under a
Collective Bargaining Agreement.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties with respect to the Illinois Power
Company Health Care Spending Account Program for Employees Covered Under a Collective Bargaining
Agreement, including, but not limited to, the following powers:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Illinois Power Company Health Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement, its decision thereof to be final and conclusive on all
persons;

	 
	 	(2)	 	To prepare and distribute information explaining the Illinois Power
Company Health Care Spending Account Program for Employees Covered Under a Collective
Bargaining Agreement including, but not limited to, all materials and information
required to be distributed pursuant to ERISA;

	 
	 	(3)	 	To perform any and all reporting and disclosure required with respect to the Illinois
Power Company Health Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement under applicable provisions of ERISA;

	 
	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with respect to the
Illinois Power Company Health Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement;

	 
	 	(5)	 	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 Illinois Power
Company Health Care Spending Account Program for Employees Covered Under a Collective
Bargaining Agreement, in such manner and to such extent as it deems expedient; and

	 
	 	(6)	 	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 Illinois Power
Company Health Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement.





 


B-18









 











	XIII.	 	Illinois Power Company Dependent Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement







	 	•	 	Participating Employers: Illinois Power Company and Dynegy Midwest Generation,
Inc.







	 	•	 	Constituent Benefit Plan Documents: Illinois Power Company Dependent Care
Program; Summary Plan Description; and Administrative Services Contract with Tax Saver.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Tax Saver 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 benefits under
the Illinois Power Company Dependent Care Spending Account Program for
Employees Covered Under a Collective Bargaining Agreement, such
interpretation decision thereof to be final and conclusive on all persons
claiming benefits under the Plan with respect to the Illinois Power Company
Dependent Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Illinois Power Company Dependent Care
Spending Account Program for Employees Covered Under a Collective Bargaining
Agreement, 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 Illinois Power Company
Dependent Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement 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 Illinois Power
Company Dependent Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement and the Plan.





 


B-19









 











	 	The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not described above with respect to the
Illinois Power Company Dependent Care Spending Account Program for Employees
Covered Under a Collective Bargaining Agreement, including, but not limited to, the
following powers and duties:







	 	(1)	 	In its sole discretionary authority, to determine eligibility
under the terms of the Illinois Power Company Dependent Care Spending Account
Program for Employees Covered Under a Collective Bargaining Agreement, its
decision thereof to be final and conclusive on all persons;







	 	(2)	 	To prepare and distribute information explaining the Illinois
Power Company Dependent Care Spending Account Program for Employees Covered
Under a Collective Bargaining Agreement including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;







	 	(3)	 	To perform any and all reporting and disclosure required with
respect to the Illinois Power Company Dependent Care Spending Account Program
for Employees Covered Under a Collective Bargaining Agreement under applicable
provisions of ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Illinois Power Company Dependent Care Spending Account Program
for Employees Covered Under a Collective Bargaining Agreement;







	 	(5)	 	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 Illinois Power Company Dependent Care Spending Account Program
for Employees Covered Under a Collective Bargaining Agreement, in
such manner and to such extent as it deems expedient; and







	 	(6)	 	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 Illinois Power
Company Dependent Care Spending Account Program for Employees Covered Under a
Collective Bargaining Agreement.







	XIV.	 	Illinois Power Company Section 125 Flexible Benefits Plan for Employees Covered Under a
Collective Bargaining Agreement







	 	•	 	Participating Employers: Illinois Power Company and Dynegy Midwest Generation,
Inc.







	 	•	 	Constituent Benefit Plan Documents: Illinois Power Company Flexible Benefits
Program; Summary Plan Description; and Administrative Services Contract with Tax Saver.





 


B-20









 






	 	•	 	Plan Administrators: With respect to benefits provided or administered under
its contract, Tax Saver shall have the following powers, duties and
responsibilities:







	 	(1)	 	The sole discietionary authority to interpret and decide all matters of fact
and Plan interpretation in granting or denying benefits under the Illinois Power
Company Section 125 Flexible Benefits Plan for Employees Covered Under a Collective
Bargaining Agreement, such interpretation decision thereof to be final and conclusive
on all persons claiming benefits under the Plan with respect to the Illinois Power
Company Section 125 Flexible Benefits Plan for Employees Covered Under a Collective
Bargaining Agreement;

	 
	 	(2)	 	The sole discretionary authority to determine and authorize payment of
medical benefits under the Illinois Power Company Section 125 Flexible Benefits Plan
for Employees Covered Under a Collective Bargaining Agreement, 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 Illinois Power Company Section 125 Flexible Benefits
Plan for Employees Covered Under a Collective Bargaining Agreement 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 Illinois Power Company Section 125
Flexible Benefits Plan for Employees Covered Under a Collective Bargaining
Agreement.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not described above with respect to the Illinois Power Company
Section 125 Flexible Benefits Plan for Employees Covered Under a Collective Bargaining
Agreement, including, but not limited to, the following powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the terms
of the Illinois Power Company Section 125 Flexible Benefits Plan for
Employees Covered Under a Collective Bargaining Agreement, its decision
thereof to be final and conclusive on all persons;







	 	(2)	 	To prepare and distribute information explaining the Illinois Power Company
Section 125 Flexible Benefits Plan for Employees Covered Under a Collective Bargaining
Agreement including, but not limited to, all materials and information required to be
distributed pursuant to ERISA;





 


B-21









 






	 	(3)	 	To perform any and all reporting and disclosure required with respect to
the Illinois Power Company Section 125 Flexible Benefits Plan for Employees
Covered Under a Collective Bargaining Agreement under applicable provisions
of ERISA;







	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with
respect to the Illinois Power Company Section 125 Flexible Benefits Plan for
Employees Covered Under a Collective Bargaining Agreement;







	 	(5)	 	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 Illinois Power Company Section 125 Flexible Benefits Plan for
Employees Covered Under a Collective Bargaining Agreement, in such manner and
to such extent as it deems expedient; and







	 	(6)	 	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 Illinois Power
Company Section 125 Flexible Benefits Plan for Employees Covered Under a
Collective Bargaining Agreement.







	XV.	 	Northern Natural Gas Company Medical, Dental and Group Term Life Plan for Retirees and
Surviving Spouses







	 	•	 	Participating Employers: Effective July 1, 2002 —Northern Natural Gas Company.







	 	•	 	Constituent Benefit Plan Documents: Summary Plan Description; Employee Benefit
Trust for Northern Natural Gas Company Medical and Dental Plan for Retirees and
Surviving Spouses; Administrative Services Contracts with United HealthCare, CIGNA,
Merck Medco Rx Services, and Inovative Resource Group; Health Maintenance
Organization Contract with First Care HMO; and Insurance Contract with Met Life
Insurance.







	 	•	 	Plan Administrators: With respect to benefits provided or administered under
their respective contracts, United HealthCare, CIGNA, Merck Medco Rx Services,
Inovative Resource Group, Met Life Insurance and First Care 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 benefits under
the Northern Natural Gas Company Medical, Dental and Group Term Life Plan for
Retirees and Surviving Spouses, such interpretation decision thereof to be
final and conclusive on all persons claiming benefits under the Plan with
respect to the Northern Natural Gas Company Medical and Dental Plan for
Retirees and Surviving Spouses;





 


B-22









 






	 	(2)	 	The sole discretionary authority to determine and authorize payment of medical
benefits under the Dynegy Inc. Northern Natural Gas Company Medical, Dental and Group
Term Life Plan for Retirees and Surviving Spouses, 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 Northern Natural Gas Company Medical, Dental and Group Term Life
Plan for Retirees and Surviving Spouses 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 Northern Natural Gas Company Medical, Dental and Group
Term Life Plan for Retirees and Surviving
Spouses.







The Company shall be the Plan Administrator with respect to any and all other administrative
fiduciary powers and duties not described above with respect to the Northern Natural Gas Company
Medical, Dental and Group Term Life Plan for Retirees and Surviving Spouses, including, but not
limited to, the following powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the
terms of the Northern Natural Gas Company Medical, Dental and Group Term Life Plan for
Retirees and Surviving Spouses, its decision thereof to be final and conclusive on all
persons;

	 
	 	(2)	 	To prepare and distribute information explaining the Northern Natural Gas Company
Medical, Dental and Group Term Life Plan for Retirees and Surviving Spouses including, but
not limited to, all materials and information required to be distributed pursuant to
ERISA;

	 
	 	(3)	 	To perform any and all reporting and disclosure required with respect to the Northern
Natural Gas Company Medical, Dental and Group Term Life Plan for Retirees and Surviving
Spouses under applicable provisions of ERISA;

	 
	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with respect to the
Northern Natural Gas Company Medical, Dental and Group Term Life Plan for Retirees and
Surviving Spouses;

	 
	 	(5)	 	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 Northern Natural Gas
Company Medical, Dental and Group Term Life Plan for Retirees and Surviving Spouses, in
such manner and to such extent as it deems expedient; and





 


B-23









 











	 	(6)	 	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 Northern Natural
Gas Company Medical, Dental and Group Term Life Plan for Retirees and
Surviving Spouses.







	XVI.	 	Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses







	 	•	 	Participating Employers: Effective January 1, 2002 — Illinois Power Company,
Illinova Generating Company.

	 
	 	•	 	Constituent Benefit Plan Documents: Summary Plan Descriptions; Illinois Power
Company Welfare Benefit Trust for Salaried Retirees; Illinois Power Company Welfare
Benefit Trust for Retirees Covered by a Collective Bargaining Agreement; Administrative
Services Contracts with Blue Cross/Blue Shield of Illinois, Express Scripts, Inc.,
Behavioral Health Systems, Health Alliance; and Insurance Contract with Met Life
Insurance Company.

	 
	 	•	 	Plan Administrators: With respect to benefits provided or administered under
their respective contracts, Blue Cross/Blue Shield of Illinois, Express Scripts,
Inc., Behavioral Health Systems, Health Alliance, and Met Life Insurance Company 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 benefits under
the Medical and Group Term Life Insurance Plan for Retirees and Surviving
Spouses, such interpretation decision thereof to be final and conclusive on all
persons claiming benefits under the Plan with respect to the Medical and Group
Term Life Insurance Plan for Retirees and Surviving Spouses;







	 	(2)	 	The sole discretionary authority to determine and authorize
payment of medical benefits under the Medical and Group Term Life Insurance
Plan for Retirees and Surviving Spouses, 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 Medical and Group Term Life
Insurance Plan for Retirees and Surviving Spouses 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 Medical and Group Term
Life Insurance Plan for Retirees and Surviving Spouses.





 


B-24









 











The Company shall be the Plan Administrator with respect to any and all other
administrative fiduciary powers and duties not disclosed above with respect to the
Medical Plan for Retirees and Surviving Spouses, including, but not limited to, the following
powers and duties:




	 	(1)	 	In its sole discretionary authority, to determine eligibility under the terms of the
Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses, its decision
thereof to be final and conclusive on all
persons;

	 
	 	(2)	 	To prepare and distribute information explaining the Medical and Group Term Life
Insurance Plan for Retirees and Surviving Spouses including, but not limited to, all
materials and information required to be distributed pursuant to ERISA;

	 
	 	(3)	 	To perform any and all reporting and disclosure required with respect to the Medical
and Group Term Life Insurance Plan for Retirees and Surviving Spouses under applicable
provisions of ERISA;

	 
	 	(4)	 	To sue or cause suit to be brought in the name of the Plan with respect to the
Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses;

	 
	 	(5)	 	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 Medical and Group
Term Life Insurance Plan for Retirees and Surviving Spouses, in such manner and to such
extent as it deems expedient; and

	 
	 	(6)	 	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 Medical and Group Term Life Insurance Plan for Retirees and
Surviving Spouses.







 


B-25