Exhibit 10.2
TRUST AGREEMENT
THIS AGREEMENT OF TRUST (the "Agreement") effective the 1st day of
January, 2002, by and between DYNEGY INC. (the "Company"), and VANGUARD
FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the
Pennsylvania Banking Code (the "Trustee"),
WITNESSETH
WHEREAS, the Company has adopted and is maintaining the DYNEGY INC.
401(k) SAVINGS PLAN (the "Plan") for the exclusive benefit of its
eligible Employees; and
WHEREAS, the Dynegy Inc. Benefit Plans Committee (the "Plan
Administrator") is the fiduciary named in the Plan as having the authority to
control and manage the operation and administration of the Plan;
WHEREAS, the Company and the Trustee deem it necessary and desirable
to enter into a written agreement of trust;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree and declare as
follows:
ARTICLE I
ESTABLISHMENT OF THE TRUST
Section 1.1. The Company and the Trustee hereby agree to the establishment
of a trust consisting of such sums as shall from time to time be paid to the
Trustee under the Plan and such earnings, income and appreciation as may accrue
thereon, which, less payments made by the Trustee to carry out the purposes of
the Plan, are referred to herein as the "Fund." The Trustee
shall carry out the duties and responsibilities herein specified, but shall be
under no duty to determine whether the amount of any contribution by the Company
or any Participant is in accordance with the terms of the Plan nor shall the
Trustee be responsible for the collection of any contributions required under
the Plan.
Section 1.2. The Fund shall be held, invested, reinvested and administered
by the Trustee in accordance with the terms of the Plan and this Agreement
solely in the interest of Participants and their beneficiaries and for the
exclusive purpose of providing benefits to Participants and their beneficiaries
and defraying reasonable expenses of administering the Plan. Except as provided
in Section 6.2, no assets of the Plan shall inure to the benefit of the Company.
Section 1.3. The Trustee shall pay benefits and expenses from the Fund
only upon the written direction of the Plan Administrator. The Trustee shall be
fully entitled to rely on such directions furnished by the Plan Administrator,
and shall be under no duty to ascertain whether the directions are in accordance
with the provisions of the Plan.
ARTICLE II
INVESTMENT OF THE FUND
Section 2.1. The Plan Administrator shall have the exclusive authority and
discretion to select the investment funds ("Investment Funds") available for
investment under the Plan. In making such selection, the Plan Administrator
shall use 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. The available investments under the Plan shall be sufficiently
diversified so as to seek to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so. The Company shall notify the
Trustee in writing of the selection of the Investment Funds currently available
for investment under the Plan, and any changes thereto. The Plan
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Administrator may also direct the Trustee from time to time to cause assets in
the Fund to be delivered to the trustee under that certain Master Trust
Agreement of even date herewith between Dynegy Inc. and Vanguard Fiduciary Trust
Company (the "Master Trust Agreement") establishing a master trust (the "Master
Trust"), and to cause such assets to be held, administered and invested pursuant
to the Master Trust Agreement. The Master Trust is hereby adopted as a part of
this Agreement and the Plan.
Section 2.2. Except as otherwise provided in the Plan, each Participant
shall have the exclusive right, in accordance with the provisions of the Plan,
to direct the investment by the Trustee of all amounts allocated to the separate
accounts of the Participant under the Plan among any one or more of the
available Investment Funds. All investment directions by Participants shall be
timely furnished to the Trustee by the Plan Administrator, except to the extent
such directions are transmitted telephonically or otherwise by Participants
directly to the Trustee or its delegate in accordance with rules and procedures
established and approved by the Plan Administrator and communicated to the
Trustee. In making any investment of the assets of the Fund, the Trustee shall
be fully entitled to rely on such directions furnished to it by the Plan
Administrator or by Participants in accordance with the Plan Administrator's
approved rules and procedures, and shall be under no duty to make any inquiry or
investigation with respect thereto. The Plan Administrator may designate a
default fund under the Plan in which the Trustee shall deposit contributions to
the Fund on behalf of Participants who have been identified by the Plan
Administrator as having not specified investment choices under the Plan. If the
Trustee receives any contribution under the Plan that is not accompanied by
instructions directing its investment, the Trustee shall immediately notify the
Plan Administrator of that fact, and the Trustee may, in its discretion, hold
all or a portion of the contribution uninvested without liability for loss of
income or appreciation pending receipt of proper investment directions (which
proper investment directions shall include the designation of a default fund as
provided in the preceding sentence). Otherwise, it is specifically intended
under the Plan and this
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Agreement that the Trustee shall have no discretionary authority to determine
the investment of the assets of the Fund.
Section 2.3. Subject to the provisions of Sections 2.1 and 2.2, the
Trustee shall have the authority, in addition to any authority given by law, to
exercise the following powers in the administration of the Trust:
(a) to invest and reinvest all or a part of the Fund in accordance
with Participants' investment directions in any available Investment
Fund selected by the Plan Administrator without restriction to
investments authorized for fiduciaries, including, without limitation on
the amount that may be invested therein, any common, collective or
commingled trust fund maintained by the Trustee. Any investment in, and
any terms and conditions of, any common, collective or commingled trust
fund available only to employee trusts which meets the requirements of
the Internal Revenue Code of 1986, as amended (the "Code"), or
corresponding provisions of subsequent income tax laws of the United
States, shall constitute an integral part of this Agreement and the
Plan;
(b) to dispose of all or any part of the investments, securities,
or other property which may from time to time or at any time constitute
the Fund in accordance with the investment directions by Participants
furnished to it pursuant to Section 2.2 or the written directions by the
Plan Administrator furnished to it pursuant to Section 1.3, and to make,
execute and deliver to the purchasers thereof good and sufficient deeds
of conveyance therefor, and all assignments, transfers and other legal
instruments, either necessary or convenient for passing the title and
ownership thereto, free and discharged of all trusts and without
liability on the part of such purchasers to see to the application of
the purchase money;
(c) to hold cash uninvested to the extent necessary to pay
benefits or expenses of the Plan;
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(d) to cause any investment of the Fund to be registered in the
name of the Trustee or the name of its nominee or nominees or to retain
such investment unregistered or in a form permitting transfer by
delivery; provided that the books and records of the Trustee shall at
all times show that all such investments are part of the Fund;
(e) except as provided in Section 5.2 and except as provided
further in Article IV hereof with respect to shares of common stock of
the Company ("Company Stock") that are held by the Fund, to vote in
person or by proxy with respect to all mutual fund shares which are held
by the Plan (other than mutual fund shares acquired at the direction of
a Participant pursuant to an individual brokerage account option that is
an investment alternative under the Plan) solely in accordance with
directions furnished to it by the Plan Administrator, and to vote in
person or by proxy and to make all tender offer decisions with respect
to all other securities credited to a Participant's separate accounts
under the Plan solely in accordance with directions furnished to it by
the Participant;
(f) upon the written direction of the Plan Administrator, to apply
for, purchase, hold or transfer any life insurance, retirement income,
endowment or annuity contract;
(g) to consult and employ any suitable agent to act on behalf of
the Trustee and to contract for legal, accounting, clerical and other
services deemed necessary by the Trustee to manage and administer the
Fund according to the terms of the Plan and this Agreement provided that
the Plan Administrator has approved any additional costs which result
from the use of such agents;
(h) upon the written direction of the Plan Administrator, to make
loans from the Fund to Participants in amounts and on terms approved by
the Plan Administrator in accordance with the provisions of the Plan;
provided that the Company shall have the responsibility for collecting
all loan repayments required to be made under the Plan and for
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furnishing the Trustee with copies of all promissory notes evidencing
such loans; and
(i) to pay from the Fund all taxes imposed or levied with respect
to the Fund or any part thereof under existing or future laws, and to
contest the validity or amount of any tax, assessment, claim or demand
respecting the Fund or any part thereof.
Section 2.4. Except as may be authorized by regulations promulgated by the
Secretary of Labor, the Trustee shall not maintain the indicia of ownership in
any assets of the Fund outside of the jurisdiction of the district courts of the
United States.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1. The Trustee, the Company and the Plan Administrator shall
each discharge their assigned duties and responsibilities under this Agreement
and the Plan solely in the interest of Participants and their beneficiaries in
the following manner:
(a) for the exclusive purpose of providing benefits to Participants
and their beneficiaries and defraying reasonable expenses of
administering the Plan;
(b) 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;
(c) by diversifying the available investments under the Plan so as
to seek to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so; and
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(d) in accordance with the provisions of the Plan and this Trust
Agreement insofar as they are consistent with the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Section 3.2. The Trustee shall keep full and accurate accounts of all
receipts, investments, disbursements and other transactions hereunder, including
such specific records as may be agreed upon in writing between the Company and
the Trustee. All such accounts, books and records shall be open to inspection
and audit at all reasonable times by any authorized representative of the
Company or the Plan Administrator. A Participant may examine only those
individual account records pertaining directly to him.
Section 3.3. Within 120 days after the end of each Plan Year or within 120
days after its removal or resignation, the Trustee shall file with the Plan
Administrator a written account of the administration of the Fund showing all
transactions effected by the Trustee subsequent to the period covered by the
last preceding account to the end of such Plan Year or date of removal or
resignation and all property held at its fair market value at the end of the
accounting period. Upon approval of such accounting by the Plan Administrator,
neither the Company nor the Plan Administrator shall be entitled to any further
accounting by the Trustee except in the case of manifest error. The Plan
Administrator may approve such accounting by written notice of approval
delivered to the Trustee or by failure to express objection to such accounting
in writing delivered to the Trustee within one year from the date on which the
accounting is delivered to the Plan Administrator.
Section 3.4. In accordance with the terms of the Plan, the Trustee shall
open and maintain separate accounts in the name of each Participant in order to
record all contributions by or on behalf of the Participant under the Plan and
any earnings, losses and expenses attributable thereto. The Plan Administrator
shall furnish the Trustee with written instructions enabling the Trustee to
allocate properly all contributions and other amounts under the Plan to the
separate
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accounts of Participants. In making such allocation, the Trustee shall be fully
entitled to rely on the instructions furnished by the Plan Administrator and
shall be under no duty to make any inquiry or investigation with respect
thereto.
Section 3.5. The Trustee shall furnish each Participant with statements
quarterly, as soon as reasonably practicable but in no event more than 30 days
after the last day of each fiscal quarter, reflecting the then current fair
market value of the Participant's separate accounts under the Plan as of the end
of such quarter.
Section 3.6. The Trustee shall not be required to determine the facts
concerning the eligibility of any Participant to participate in the Plan, the
amount of benefits payable to any Participant or beneficiary under the Plan, or
the date or method of payment or disbursement. The Trustee shall be fully
entitled to rely solely upon the written advice and directions of the Plan
Administrator as to any such question of fact.
Section 3.7. Unless resulting from the Trustee's negligence, willful
misconduct, lack of good faith, or breach of its duties or obligations under
this Agreement or ERISA, the Company shall indemnify and save harmless the
Trustee from, against, for and in respect of any and all damages, losses,
obligations, liabilities, liens, deficiencies, costs and expenses, including
without limitation, reasonable attorney's fees incident to any suit, action,
investigation, claim or proceedings suffered, sustained, incurred or required to
be paid by the Trustee in connection with the Plan or this Agreement.
Section 3.8. The Trustee shall indemnify and save harmless the Company,
the Plan, and the Plan Administrator from, against, for and in respect of any
and all damages, losses, obligations, liabilities, liens, deficiencies, costs
and expenses, including without limitation, reasonable attorney's fees, incident
to any suit, action, investigation, claim or proceedings
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suffered, sustained, or incurred as a result of the Trustee's negligence,
willful misconduct, lack of good faith, or breach of its duties or obligations
under this Agreement or ERISA.
ARTICLE IV
VOTING AND OTHER RIGHTS OF COMPANY STOCK
Section 4.1. Each Participant or beneficiary of a deceased Participant
(referred to herein collectively as Participant) shall have the right to direct
the Trustee as to the manner of voting and the exercise of all other rights
which a shareholder of record has with respect to shares (and fractional shares)
of Company Stock which have been allocated to the Participant's separate account
including, but not limited to, the right to sell or retain shares in a public or
private tender offer.
Section 4.2. All shares (and fractional shares) of Company Stock for
which the Trustee has not received timely Participant directions shall be voted
or exercised by the Trustee in the same proportion as the shares (and fractional
shares) of Company Stock for which the Trustee received timely Participant
directions, except in the case where to do so would be inconsistent with the
provisions of Title I of ERISA. All reasonable efforts shall be made to inform
each Participant that shares of Company Stock for which the Trustee does not
receive Participant direction shall be voted pro rata in proportion to the
shares for which the Trustee has received Participant direction.
Section 4.3. Notwithstanding anything to the contrary, in the event of a
tender offer for Company Stock, the Trustee shall interpret a Participant's
silence as a direction not to tender the shares of Company Stock allocated to
the Participant's separate account and, therefore, the Trustee shall not tender
any shares (or fractional shares) of Company Stock for which it does not receive
timely directions to tender such shares (or fractional shares) from
Participants, except in the case where to do so would be inconsistent with the
provisions of Title I of ERISA. Furthermore, tender offer materials provided to
Participants shall specifically inform Participants
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that the Trustee shall interpret a Participant's silence as a direction not to
tender the Participant's shares of Company Stock.
Section 4.4. Each Participant exercising his authority under this Article
shall be considered a named fiduciary of the Plan within the meaning of ERISA
Section 402(a)(2) with respect to the voting directions or response to an offer
provided by the Participant (including in the case where a Participant's silence
is treated by the Trustee as a direction not to tender as provided under Section
4.3 hereof).
Section 4.5. Information relating to the purchase, holding and sale of
securities and the exercise of voting, tender and other similar rights with
respect to Company Stock by Participants and beneficiaries shall be maintained
in accordance with procedures that are designed to safeguard the confidentiality
of such information, except to the extent necessary to comply with Federal laws
or State laws not preempted by ERISA. The Trustee shall be the fiduciary who is
responsible for ensuring that such procedures are sufficient to safeguard the
confidentiality of the information described above and that such procedures are
followed.
ARTICLE V
APPOINTMENT OF INVESTMENT MANAGERS
Section 5.1. The Plan Administrator may appoint one or more Investment
Managers with respect to some or all of the assets of the Fund as contemplated
by section 402(c)(3) of ERISA. Any such investment manager shall acknowledge to
the Plan Administrator in writing that it accepts such appointment and that it
is an ERISA fiduciary with respect to the Plan and the Fund. The Plan
Administrator shall provide the Trustee with a copy of the written agreement
(and any amendments thereto) between the Plan Administrator and the Investment
Manager. By notifying the Trustee of the appointment of an Investment Manager,
the Plan Administrator shall be deemed to certify that such Investment Manager
meets the requirements of section 3(38) of
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ERISA. The authority of the Investment Manager shall continue until the Plan
Administrator rescinds the appointment or the Investment Manager has resigned.
Section 5.2. The assets with respect to which a particular Investment
Manager has been appointed shall be specified by the Plan Administrator and
shall be segregated in a separate account for the Investment Manager (the
"Separate Account") and the Investment Manager shall have the power to direct
the Trustee in every aspect of the investment of the assets of the Separate
Account. The Investment Manager shall be responsible for making any proxy voting
or tender offer decisions with respect to securities held in the Separate
Account and the Investment Manager shall maintain a record of the reasons for
the manner in which it voted proxies or responded to tender offers. The Trustee
shall not be liable for the acts or omissions of an Investment Manager and shall
have no liability or responsibility for acting or not acting pursuant to the
direction of, or failing to act in the absence of, any direction from an
Investment Manager, unless the Trustee knows that by such action or failure to
act it would be itself committing a breach of fiduciary duty or participating in
a breach of fiduciary duty by such Investment Manager, it being the intention of
the parties that the Trustee shall have the full protection of section 405(d) of
ERISA.
ARTICLE VI
PROHIBITION OF DIVERSION
Section 6.1. Except as provided in Section 6.2 of this Article, at no time
prior to the satisfaction of all liabilities with respect to Participants and
their beneficiaries under the Plan shall any part of the corpus or income of the
Fund be used for, or diverted to, purposes other than for the exclusive benefit
of Participants or their beneficiaries, or for defraying reasonable expenses of
administering the Plan.
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Section 6.2. The provisions of Section 6.1 notwithstanding, contributions
made by the Company under the Plan may be returned to the Company under the
following conditions:
(a) If a contribution is made by mistake of fact, such contribution
may be returned to the Company within one year of the payment of such
contribution;
(b) Contributions to the Plan are specifically conditioned upon
their deductibility under the Code. To the extent a deduction is
disallowed for any such contribution, it may be returned to the Company
within one year after the disallowance of the deduction. Contributions
which are not deductible in the taxable year in which made but are
deductible in subsequent taxable years shall not be considered to be
disallowed for purposes of this subsection; and
(c) Contributions to the Plan are specifically conditioned on
initial qualification of the Plan under the Code. If the Plan is
determined to be disqualified, contributions made in respect of any
period subsequent to the effective date of such disqualification may be
returned to the Company within one year after the date of denial of
qualification.
ARTICLE VII
COMMUNICATION WITH PLAN ADMINISTRATOR AND COMPANY
Section 7.1. Whenever the Trustee is permitted or required to act upon the
directions or instructions of the Plan Administrator, the Trustee shall be
entitled to act upon any written communication signed by any person or agent
designated to act as or on behalf of the Plan Administrator. Such person or
agent shall be so designated either under the provisions of the Plan or in
writing by the Company and their authority shall continue until revoked in
writing. The Trustee shall incur no liability for failure to act on such
person's or agent's instructions or orders without written communication, and
the Trustee shall be fully protected in all actions taken in good faith in
reliance upon any instructions, directions, certifications and
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communications believed to be genuine and to have been signed or communicated by
the proper person.
Section 7.2. The Company shall notify the Trustee in writing as to the
appointment, removal or resignation of any person designated to act as or on
behalf of the Plan Administrator. After such notification, the Trustee shall be
fully protected in acting upon the directions of, or dealing with, any person
designated to act as or on behalf of the Plan Administrator until it receives
notice to the contrary. The Trustee shall have no duty to inquire into the
qualifications of any person designated to act as or on behalf of the Plan
Administrator.
ARTICLE VIII
TRUSTEE'S COMPENSATION
Section 8.1. The Trustee shall be entitled to reasonable compensation for
its services as is agreed upon with the Company. If approved by the Plan
Administrator, the Trustee shall also be entitled to reimbursement for all
direct expenses properly and actually incurred on behalf of the Plan. Such
compensation or reimbursement shall be paid to the Trustee out of the Fund
unless paid directly by the Company.
ARTICLE IX
RESIGNATION AND REMOVAL OF TRUSTEE
Section 9.1. The Trustee may resign at any time by written notice to the
Company which shall be effective 45 days after delivery unless prior thereto a
successor trustee shall have been appointed.
Section 9.2. The Trustee may be removed by the Company at any time upon 30
days written notice to the Trustee; such notice, however, may be waived by the
Trustee.
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Section 9.3. The appointment of a successor trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice of the Company appointing
such successor trustee, and an acceptance in writing of the office of successor
trustee hereunder executed by the successor so appointed. Any successor trustee
may be either a corporation authorized and empowered to exercise trust powers or
one or more individuals. All of the provisions set forth herein with respect to
the Trustee shall relate to each successor trustee so appointed with the same
force and effect as if such successor trustee had been originally named herein
as the Trustee hereunder. If within 45 days after notice of resignation shall
have been given under the provisions of this Article a successor trustee shall
not have been appointed, the resigning Trustee or the Company may apply to any
court of competent jurisdiction for the appointment of a successor trustee.
Section 9.4. Upon the appointment of a successor trustee, the resigning or
removed Trustee shall transfer and deliver the Fund to such successor trustee,
after reserving such reasonable amount as the Plan Administrator shall authorize
to provide for the Trustee's expenses in the settlement of its account, the
amount of any compensation due to it and any sums chargeable against the Fund
for which it may be liable. If the sums so reserved are not sufficient for such
purposes, the resigning or removed Trustee shall be entitled to reimbursement
for any deficiency from the successor trustee and the Company who shall be
jointly and severally liable therefor.
ARTICLE X
INSURANCE COMPANIES
Section 10.1. If any contract issued by an insurance company shall form a
part of the Trust assets, the insurance company shall not be deemed a party to
this Agreement. A certification in writing by the Trustee as to the occurrence
of any event contemplated by this Agreement or the Plan shall be conclusive
evidence thereof and the insurance company shall be
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protected in relying upon such certification and shall incur no liability for so
doing. With respect to any action under any such contract, the insurance company
may deal with the Trustee as the sole owner thereof and need not see that any
action of the Trustee is authorized by this Agreement or the Plan. Any change
made or action taken by an insurance company upon the direction of the Trustee
shall fully discharge the insurance company from all liability with respect
thereto, and it need not see to the distribution or further application of any
moneys paid by it to the Trustee or paid in accordance with the direction of the
Trustee.
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ARTICLE XI
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 11.1. The Company may, by delivery to the Trustee of an instrument
in writing, amend, terminate or partially terminate this Agreement at any time;
provided, however, that no amendment shall increase the duties or liabilities of
the Trustee without the Trustee's consent; and, provided further, that no
amendment shall divert any part of the Fund to any purpose other than providing
benefits to Participants and their beneficiaries or defraying reasonable
expenses of administering the Plan.
Section 11.2. If the Plan is terminated in whole or in part, or if the
Company permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in such manner and at such times
as the Plan Administrator shall direct in writing. In the absence of receipt of
such written directions within 90 days after the effective date of such
termination, the Trustee shall distribute the Fund in accordance with the
provisions of the Plan.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1. Unless the context of this Agreement clearly indicates
otherwise, the terms defined in the Plan shall, when used herein, have the same
meaning as in the Plan. As used herein, the term "Participant" shall mean an
individual who is a Member (as such term is defined in the Plan).
Section 12.2. Except as otherwise required in the case of any qualified
domestic relations order within the meaning of Section 414(p) of the Code, the
benefits or proceeds of any allocated
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or unallocated portion of the assets of the Fund and any interest of any
Participant or beneficiary arising out of or created by the Plan either before
or after the Participant's retirement shall not be subject to execution,
attachment, garnishment or other legal or judicial process whatsoever by any
person, whether creditor or otherwise, claiming against such Participant or
beneficiary. No Participant or beneficiary shall have the right to alienate,
encumber or assign any of the payments or proceeds or any other interest arising
out of or created by the Plan and any action purporting to do so shall be void.
The provisions of this Section shall apply to all Participants and
beneficiaries, regardless of their citizenship or place of residence.
Section 12.3. Nothing contained in this Agreement or in the Plan shall
require the Company to retain any Employee in its service.
Section 12.4. Any person dealing with the Trustee may rely upon a copy of
this Agreement and any amendments thereto certified to be true and correct by
the Trustee.
Section 12.5. The Trustee hereby acknowledges receipt of a copy of the
Plan. The Company will cause a copy of any amendment to the Plan to be delivered
to the Trustee.
{REMAINDER INTENTIONALLY LEFT BLANK}
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Section 12.6. The construction, validity and administration of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
except to the extent that such laws have been specifically superseded by ERISA.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Attest: DYNEGY INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxx X. Xxxxx
----------------------- --------------------------------
Title: VP, Rewards & Technology
-----------------------------
Attest: VANGUARD FIDUCIARY TRUST COMPANY
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxx
----------------------- --------------------------------
Title: PRINCIPAL
----------------------------
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