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Exhibit 10.27
 TWELFTH AMENDMENT
TO THE
DYNEGY INC. RETIREMENT PLAN
 th
  WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,




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I.
 NOW, THEREFORE,
 Section 1.1 Section 1.1(47A), Section 1.1(47A)
 (47A)
    
    Qualified Optional Survivor Annuity: An annuity for the life of the
Participant with a survivor annuity for the life of the spouse which is equal
to 75% of the annuity which is payable during the joint lives of the
Participant and the spouse that is the Actuarial Equivalent of the standard
form of benefit and that is provided in compliance with section 417(g) of the
Code commencing as of January 1, 2008.
 II.
 Section 1.1(8)
  For Plan Year
    
    Applicable Percentage2008
    
    
    20
    %2009
    
    
    40
    %2010
    
    
    60
    %2011
    
    
    80
    %
  2




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III.
 Section
1.1(50)
 (50)
    
    Service: The period of an individuals employment with the
Employer or a Controlled Entity. In no event shall Service include any period
of service with a corporation or other entity prior to the date it became a
Controlled Entity or after it ceases to be a Controlled Entity except to the
extent required by law; provided, however, that each individual who was
employed by LS Power Generation, LLC, LS Power Development, LLC or LS Power
Company, LLC (each an LS Power Entity) immediately prior to the Effective
Time (as defined below) and who subsequently becomes employed by an Employer
after the Effective Time on or before December 31, 2007, shall be credited with
Service solely for purposes of determining such individuals Vesting Service
under paragraph D-10 of Appendix D to the Plan based upon his original date of
hire with an LS Power Entity; and further provided, that each individual who
was employed by Wood Group Power Operations, Inc., Worley Parsons Group, Inc.,
North American Energy Services Co. , Prime South, Inc. or General Electric
International, Inc. (each a Prior Company), who terminates employment with a
Prior Company after the Effective Time and on or before December 31, 2007, and
who becomes employed by an Employer on or before December 31, 2007, shall be
credited with Service solely for purposes of determining such individuals
Vesting Service under paragraph D-10 of Appendix D to the Plan based upon his
original date of hire with the Prior Company. For purposes of this Section
1.1(50) of the Plan, Effective Time shall mean the Effective Time specified
in that certain Plan of Merger, Contribution and Sale Agreement by and among
Dynegy Illinois, LSP GEN Investors, L.P., LS Power Partners, L.P., LS Power
Equity Partners PIE I, L.P., LS Power Equity Partners, L.P., LS Power
Associates, L.P., Falcon Merger Sub Co., and Dynegy Acqusition, Inc., executed
September 14, 2006;
 IV.
 Section 8. 2(c)(3) (B)
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V.
 Section 8.5
 VI.
 Appendix D, Section D-10
  Completion of Vesting Service
    
    Percentage Vested InterestLess than 1 year
    
    
    0
    %1 year
    
    
    33
    %2 years
    
    
    67
    %3 years or more
    
    
    100
    %
  Completion of Vesting Service
    

Percentage Vested InterestLess than 1 year
    
    
    0
    %1 year
    
    
    25
    %2 years
    
    
    50
    %3 years
    
    
    750
    %4 years or more
    
    
    100
    %
 VII.
 Appendix D, Section D-14
   4




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VIII.
 Appendix D,
Section D-20(a)
 IX.
 Appendix E, Section 1.5
  X.
 Appendix E,
Section 1.6
  XI.
 Appendix E, Section 8.4
 8.4 Election Concerning Form of Benefit
 XII.
 Appendix F, Section 1.1(4)
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XIII.
 Appendix F,
Section
  XIV.
 Appendix F, Section 7.4
  XV.
 Appendix F,
Section 7.5
 XVI.
  IN WITNESS WHEREOF,
 Dynegy Inc.By:
    /s/ Julius   CoxTitle: Chairman, Dynegy
Benefit Plans Committee  6