SECOND AMENDMENT TO
NGC PROFIT SHARING/401(k) SAVINGS PLAN
WHEREAS, Dynegy Inc., formerly known as NGC Corporation (the "Company"), and other Employers have
heretofore adopted the NGC Profit Sharing/401(k) Savings Plan (the "Plan") for the benefit of their eligible
WHEREAS, the Company amended and restated the Plan on behalf of itself and the other Employers, effective
as of January 1, 1998; and
WHEREAS, the Company desires to further amend the Plan on behalf of itself and the other Employers;
NOW, THEREFORE, the Plan shall be amended as follows:
I. Effective as of July 6, 1998:
1. All references in the Plan to "NGC Corporation" shall be changed to references to "Dynegy Inc."
2. All references in the Plan to the "NGC Profit Sharing/401(k) Savings Plan" shall be changed to references to
the "Dynegy Inc. Profit Sharing/401(k) Savings Plan."
II. Effective as of November 1, 1998, the following sentence shall be added to the end of Section 1.1(12) of the
"Notwithstanding any provision in this Section 1.1(12) to the contrary, the Compensation of any Member who is
employed by Dynegy Crude Gathering and Marketing, Inc. (formerly NGC Oil Trading and Transportation, Inc.)
shall, for all purposes under the Plan, include monthly premium pay that is paid to or for the benefit of such
Member in connection with the anticipated sale of such company for services rendered or labor performed for
such company while a Member and an Eligible Employee."
III. Effective as of January 1, 1999:
1. The phrase "the Member's elections to defer Compensation" in
Section 1.1(6) of the Plan shall be deleted and the phrase "the Member's elections to defer Compensation and
Overtime Payments" shall be substituted therefor.
2. The parenthetical "(but excluding (i) overtime payments that are made with respect to overtime that is not
regularly scheduled overtime and (ii) bonuses)" shall be deleted from Section 1.1(12) of the Plan, and the
parenthetical "(but (i) including over