Members’ Voluntary Winding-up

Resolutions for Winding-up

DYNEGY GLOBAL FINANCE LIMITED

At an Extraordinary General Meeting of the Company, duly convened, and held at 1000 Louisiana, Suite 5900, Houston TX77 002, USA, on 6 March 2003, the following Special Resolution was duly passed: “That the Company be wound up voluntarily, and that Patrick Joseph Brazzill and Margaret Elizabeth Mills of Ernst & Young LLP, Becket House, 1 Lambeth Palace Road, London SE1 7EU, be and they are hereby appointed Joint Liquidators for the purposes of such winding-up and any power conferred on them by law or by this Resolution may be exercised and any act required or authorised under any enactment to be done by them may be done by them jointly or by each alone.” N Caruso, Chairman