FIFTH AMENDMENT TO DYNEGY INC. COMPREHENSIVE WELFARE BENEFITS PLAN

(A)

Act: The Health Insurance Portability and Accountability Act of 1996.

(B)

Benefit Plans Committee: The Dynegy Inc. Benefit Plans Committee.

(C)

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

(D)

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

(E)

Health Component: Any of the health components of the Plan designated as such by the Benefit Plans Committee consisting of: the Dynegy Inc. Group Medical Plan; the Dynegy Inc. Employee Assistance Plan; the Dynegy Inc. Health Care Spending Account Program; the Dynegy Inc. Health Care Spending Account Program for Employees Covered Under a Collective Bargaining Agreement; the medical benefits program of Medical and Group Term Life Insurance Plan for Retirees and Surviving Spouses; and any health maintenance organization offered as a benefit alternative under the Plan.

(F)

Manual: The Dynegy Inc. Comprehensive Welfare Benefits Plan Protected Health Information Policies and Procedures.

(G)

Non-Health Components: Components of the Plan other than the Health Components.

(H)

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

(H)

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

(I)

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

(J)

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

(K)

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

(A)

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

(B)

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

(C)

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

(A)

The Employer will not use or further disclose the information other than as permitted or required by the Plan documents or as required by law or the Regulations as set forth in the Manual;

(B)

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

(C)

The Employer will not use or disclose the information for employment-related actions and decisions or in connection with any other benefit or employee benefit plan of the Employer;

(D)

The Employer will report to the Plan any use or disclosure of the information that is inconsistent with the uses or disclosures provided for of which it becomes aware;

(E)

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

(F)

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

(G)

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

(H)

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

(I)

If feasible, the Employer will return or destroy all PHI received from a Health Component that the Employer still maintains in any form and retain no copies of such information when no longer needed for the purpose for which disclosure was made or if such return or destruction is not feasible, the Employer will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible;

(J)

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

(K)

Effective as of April 20, 2005, the Employer will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains or transmits on behalf of the Plan (except with respect to enrollment and disenrollment information, SHI and PHI disclosed pursuant to an authorization under Section 164.508 of the Regulations) and shall ensure that any agents (including subcontractors) to whom it provides such electronic PHI agree to implement reasonable and appropriate security measures to protect such information; and

(L)

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

(A)

The only employees, classes of employees or other persons under the control of the Employer to be given access to PHI disclosed to the Employer or who receive PHI relating to treatment, payment under, health care operations of, or other matters pertaining to a Health Component in the ordinary course of business are those identified in new Appendix C to the Plan, a copy of which is attached hereto. Appendix C to the Plan may be revised and updated at the direction of the Privacy Officer. Effective as of April 20, 2005, the Employer will ensure that the provisions of this Section 14.5 are supported by reasonable and appropriate security measures to the extent that the designees have access to electronic PHI.

(B)

The access to and use by the Employer and the other individuals and entities described in item (A) above is restricted to (i) the Plan sponsor functions with respect to which the Firm is entitled to receive SHI pursuant to Section 14.4 above, (ii) uses and disclosures described in an authorization by a Plan Participant, (iii) uses and disclosures that are described to Plan Participants in the Plan’s notice of privacy practices and (iv) the Health Component administration functions that the Employer performs in connection with the operation and administration of the Health Component consisting of:

(1)

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

(2)

evaluating health plan performance;

(3)

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

(4)

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

(5)

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

(6)

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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