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Exhibit 10.26
 ELEVENTH AMENDMENT
TO THE
DYNEGY INC. RETIREMENT PLAN
 th
  WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW,
THEREFORE,
 I.
 Appendix F




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Appendix F
To
Dynegy Inc. Retirement Plan
 Merger of DMG Plan
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I. DEFINITIONS AND CONSTRUCTION
 Definitions.
 Accrued Benefit.
 Accumulation: 2%
 Act
 Actuarial Equivalent.
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Amergen Affiliate:
 Annuity Starting Date. s
 Applicable Interest Rate.
 Applicable Mortality Table.
 Career Benefit Credit.
 DMG Participant.
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DMG Plan
 Early Retirement Age
 Early Retirement Date
 Eligible Employee
 Eligible Retirement Plan
 Eligible Rollover Distribution
 Employer
 Employment Year
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Fund.
 Hour of Service.
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1.1(30), a
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Hypothetical Accumulation
 Plan Records
 Normal
Retirement Age
 Normal Retirement Date
 One-Year
Break-in-Service
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Participation Service
 Pension
 Plan
 Retirement
 Salaried Plan
 Vested Interest
 Vesting
Service
 Number and Gender
 Headings
 Construction
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II. Special Provisions Applicable to DMG Participants
  III. PARTICIPATION
 Eligibility
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Participation Service
 Transferred Employees
 Disabled DMG Participants
 IV. RETIREMENT BENEFITS
 4.1
    
    Normal Retirement.
 2,
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4.2
    
    Early Retirement.
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Age atAnnuity
    
    Early RetirementStarting Date
    

    Factors62
    
    
    1.0061
    
    
    .9660
    
    
    .9259
    
    
    .8258
    
    
    .7657
    
    
    .7056
    
    
    .6455
    
    
    .58
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V. SEVERANCE BENEFITS AND DETERMINATION OF VESTED  INTEREST
 No Benefits Unless Herein Set Forth
 Severance Benefit
   Duration in Years of IntervalBetween Annuity Starting Dateand Normal Retirement Date
    
    Reduction Factor0
    
    
    1.0001
    
    
    .9142
    
    
    .8393
    
    
    .7714
    
    
    .7125
    
    
    .6596
    
    
    .6117
    
    
    .5708
    
    
    .5319
    
    
    .49710
    
    
    .466
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Full Years of
    
    VestedVesting Service
    
    InterestLess than 5 years
    
    
    0
    %5 years or more
    
    
    100
    %
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Vesting Service
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5.4
    
    Cash-Outs and Forfeitures.
   VI. DEATH BENEFITS
 6.1
    
    Before Annuity Starting Date.
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After Annuity Starting Date
 Payment of Accumulation
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Cash-Out of Death Benefit.
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VII. TIME AND FORM OF PAYMENT OF BENEFITS
 Time of Payment of Benefits.
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Restrictions on Time of Payment of Benefits.
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Standard Form of Benefit for DMG Participants
   Election Concerning Form of Benefit
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Alternative Forms of Benefit
 Joint and Survivor Option
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Life Annuity 7.3 (b).
 Level Income Option
 Cash-Out of Accrued Benefit
 Direct Rollover Election
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Special Distribution Limitations
 Beneficiaries and Joint Annuitants
   Reemployment of DMG Participants
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1 2
 Withdrawal of Accumulation
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Determine the Vested Value
 Determine the Vested Portion
 Determine the Residual Vested Annuity
 Determine the Residual Benefit
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Reserved
 Commercial Annuities
 Unclaimed Benefits
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APPENDIX A
TO APPENDIX F
TO DMG PLAN UNDER
THE DYNEGY INC. RETIREMENT PLAN
 ENHANCED RETIREMENT PLAN
EFFECTIVE OCTOBER 1, 1999
 Purpose
    
    A-1. The purpose of this Appendix A to the DMG Plan
(the Plan) is to provide for the terms of the
Enhanced Retirement Plan (the ERP) for Eligible
Participants (as defined in subsection A-4 below)
offered under the Plan during the Window Period (as
defined in subsection A-5 below).Effective Date
    
    A-2. This Appendix A is hereby amended and restated
effective as of December 1, 2001. This Appendix A
originally became effective as of October 1, 1999
(the Effective Date of this Appendix A).Definitions
    
    A-3. Unless the context clearly implies or indicates
the contrary, a word, term or phrase used or defined
in the Plan is similarly used or defined in this
Appendix A. References to Articles and Sections after
December 31, 2007 are references to such Articles and
Sections in Appendix F of the Salaried Plan, of which
this Appendix A is a part.Eligible Participant
    
    A-4. For purposes of this Appendix A, the term
Eligible Participant means each Participant in the
Plan as of the Effective Date who will attain age 55
on or before December 31, 1999 and who is employed on
the Effective Date by an Employer and whose location
seniority is at Illinois Power Companys Decatur,
Illinois headquarters. The term ERP Participant
means each Eligible Participant who (a) elects to
participate in the ERP during the Window Period by
written instrument provided by and delivered to the
Employee in accordance with procedures established by
the Employer, (b) executes a release, in a form
provided by and delivered to the Employer in
accordance with procedures established by the
Employer, with respect to any and all claims the
Participant may have in connection with his
employment with the Employer and the termination of
such employment, and (c) does not voluntarily
terminate his
employment and is not terminated for cause
before January 31, 2000 (or the date of the
Participants delayed retirement, if he is
required by the Employer to retire later
than January 31, 2000).
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Window Period
    
    A-5. The Window Period with respect to
the ERP as set forth in this Appendix A is
the period beginning on October 1, 1999 and
ending December 30, 1999.Retirement Date
    
    A-6. For purposes of this Appendix A, all
Eligible Participants who elect to
participate in the ERP will terminate
employment with the Company on January 31,
2000, and February 1, 2000 will be their
Retirement Date; provided, however, that
a limited group of employees whose
continued employment with the Employer is
required to effect the transition of
certain procedures and retraining efforts
as a result of the ERP (the Transition
Employees) may have a later Retirement
Date, but in no event will a Transition
Employee have a Retirement Date under the
ERP later than February 1, 2001.Retirement Age
    
    A-7. For the purposes of this Appendix A,
the Retirement Age of each ERP
Participant will be his actual age as of
his Retirement Date plus five years.Enhanced Retirement Benefit
    
    A-8. Each ERP Participant will retire from
the Employer effective as of his Retirement
Date and will be entitled to receive the
following Enhanced Retirement Benefit:(a) A retirement income, payable for his
lifetime, in a monthly amount determined as
of his Retirement Date, calculated in
accordance with the terms of the DMG Plan
and Appendix F of the Salaried Plan, but
substituting his Retirement Age as defined
in this Appendix A (which retirement income
shall be in lieu of, and not in addition
to, the retirement benefits described in
Article IV of the Plan); and
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(b) An Appendix Payment in the amount of $675 per
month, payable for each month beginning on his
Retirement Date and ending on the later to occur if (i)
the month in which he attains age 62, or (ii) the month
in which he receives the twenty-fourth Appendix Payment;
provided, however, that any ERP Participant who has
attained age 62 on or before his Retirement Date shall
receive the Appendix Payment described in this Paragraph
A-8(b) in a lump sum payment of $16,200 (payable as of
his Retirement Date) in lieu of the monthly Appendix
Payments described herein; provided further, that any
ERP Participant who has not attained age 62 on or before
his Retirement Date, but who attains age 62 prior to the
date he receives twenty-four Appendix Payments, shall
receive the balance of such Appendix Payments (up to a
total of twenty-four Appendix Payments) in one lump sum
payment in the month he attains age 62. Notwithstanding
anything to the contrary contained in this Appendix A,
in the event an ERP Participant dies prior to the date
he receives his Appendix Payment hereunder, the balance
of such Appendix Payment shall be paid in a lump sum to
his surviving spouse (if he is married at the time of
his death) or to his beneficiary (if he is not married
at the time of his death or has completed a beneficiary
designation form in accordance with the provisions of
Section 6.3(b) of the Plan), as soon as practicable
after the date of his death; provided, however, that in
no event shall the sum of the amount paid to the ERP
Participant prior to his death pursuant to this
Paragraph A-8(b) and to his surviving spouse or
beneficiary exceed $16,2000.Form of Benefit
    
    A-9. The retirement income set forth in Paragraph
A-8(a) above shall be payable in the standard form set
forth in Section 7.3 of the Plan; provided, however,
that an ERP Participant may elect any optional form of
benefit to which he is otherwise entitled pursuant to
and in accordance with the terms of Section 7.4 of the
Plan.
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Commencement of Benefits
    

A-10. The retirement income and Appendix
Payments described in Paragraph A-8 above
shall commence on the ERP Participants
Retirement Date.Limited Duration of ERP
    
    A-11. The ERP as described in this
Appendix A is a provision of the Plan of
limited duration and the terms relating to
the ERP will not survive beyond the
Retirement Date, as defined in this
Appendix A, for each ERP Participant
(including the Transition Employees);
provided, however, that in no event will
the terms of the ERP extend beyond
February 1, 2001.
 II.
  IN WITNESS WHEREOF,
 Dynegy Inc.By:
    /s/ Julius CoxTitle:  Chairman, Dynegy Benefit Plans Committee  40