Amendment to Agreement and Plan of Merger

---------------------- Forwarded by Susan Gardenfeld/NY/WGM/US on
11/26/2001 01:19 PM ---------------------------

david.kirkland@bakerbotts.com on 11/26/2001 12:59:26 PM

To: ken.randolph@dynegy.com, keith.fullenweider@dynegy.com, Thomas
Roberts/NY/WGM/US@WGM, marita.makinen@wiel.com
cc: Joel.Swanson@bakerbotts.com, Sarah.Cooper@bakerbotts.com,
Tull.Florey@bakerbotts.com
Subject: Amendment to Agreement and Plan of Merger

Attached are clean and marked copies of a revised version of the amendment.

In light of the changes, please discard the signature pages previously
furnished by Dynegy.

Please call me at 713.229.1101 or Joel Swanson at 713.229.1330 with any
questions or comments.

(See attached file: Amendment to Agreement and Plan of Merger.DOC)
(See attached file: Redline.rtf)

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