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Exhibit 10.31
 EIGHTH AMENDMENT
TO THE
DYNEGY NORTHEAST GENERATION, INC. RETIREMENT INCOME PLAN
  WITNESSETH:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,




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I.
 Section 1. 2(b)
  For Plan Year
    
    Applicable Percentage2008
    
    
    20
    %2009
    
    
    40
    %2010
    
    
    60
    %2011
    
    
    80
    %
 II.
 Section 1.5
 Board
 III.
 Section 1.8
 Committee
  2




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IV.
 Article
I Section 1.33A,
 Qualified Optional Survivor Annuity
 V.
 Section 1.37
 Trust (or Trust Fund)
 VI.
 Section 1.38
 Trustee
 VII.
 Section 4. 2(a)(4) (B)
  VIII.
 Section 8. 1(a)
 Right to Amend.
  3




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IX.
 Section 8. 2(a)
 Right to Terminate or Partially Terminate.
 X.
 Section 9.1
 Fiduciary Provisions.
 (1)
    
    General Allocation of Fiduciary Duties.Each fiduciary with respect to the Plan shall have
only those specific powers, duties, responsibilities and obligations as are specifically given
him under the Plan. The Board shall have the sole authority to appoint and remove the Trustee
and members of the Committee. Except as otherwise specifically provided herein, the Committee
shall have the sole responsibility for the administration of the Plan, which responsibility is
specifically described herein. Except as otherwise specifically provided, the Trustee shall
have the sole responsibility for the administration, investment and management of the assets
held under the Plan. It is intended under the Plan that each fiduciary shall be responsible
for the proper exercise of his own powers, duties, responsibilities and obligations hereunder
and shall not be responsible for any act or failure to act of another fiduciary except to the
extent provided by law or as specifically provided herein.
  4




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(2)
    
    Delegation of Fiduciary Duties.The Committee may appoint subcommittees, individuals, or
any other agents as it deems advisable and may delegate to any of such appointees any or all
of the powers and duties of the Committee. Such appointment and delegation must be in writing,
specifying the powers or duties being delegated, and must be accepted in writing by the
delegatee. Upon such appointment delegation, and acceptance, the delegating Committee members
shall have no liability for the acts or omissions of any such delegatee, as long as the
delegating Committee members do not violate any fiduciary responsibility in making or
continuing such delegation.(3)
    
    Investment Manager.The Committee may, in its sole discretion, appoint an investment
manager, with power to manage, acquire, or dispose of any asset of the Plan and to direct
the Trustee in this regard, so long as:(A) the investment manager is (i) registered as an investment adviser under the Investment
Advisers Act of 1940, (ii) not registered as aninvestment adviser under such act by reason of
paragraph (1) of section 203A(a) of such act, is registered as an investment adviser under the
laws of the state (referred to in such paragraph (1)) in which it maintains its principal
office and place of business, and, at the time it last filed the registration form most
recently filed by it with such state in order to maintain its registration under the laws of
such state, also filed a copy of such form with the Secretary of Labor, (iii) a bank, as
defined in the Investment Advisers Act of 1940, or (iv) an insurance company qualified to do
business under the laws of more than one state; and(B) such investment manager acknowledges in writing that he is a fiduciary with respect to
the Plan.Upon such appointment, the Committee shall not be liable for the acts of the investment
manager, as long as the Committee does not violate any fiduciary responsibility in making or
continuing such appointment. Notwithstanding anything to the contrary herein contained, the
trustee shall follow the directions of such investment manager and shall not be liable for the
acts or omissions of such investment manager. The investment manager may be removed by the
Committee at any time and within the Committees sole discretion.
 (b) The Committee.
 Appointment of Committee.
  5




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Records and Procedures.
 Meetings.
 Self-Interest of Participants.
 Compensation and Bonding.
 Committee Powers and Duties.
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or
          The Trustee and Trust
 Trustee.
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Payment of Expenses.
 Trust Property.
   Authorization of Benefit Payments.
  8




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Payments Solely from Trust.
 No Benefits to the Employer.
 XI.
 Section
 Employer to Supply Information.
 XII.
 Section 9.3
 Indemnification .
  9




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XIII.
  IN WITNESS WHEREOF,
 Dynegy Northeast Generation, Inc.By:
    
    /s/ Kimberly M. OBrienTitle:
    
    SecretaryDate:
    
    December 10, 2007APPROVED AND ACCEPTED:Dynegy Inc.By:
    
    /s/ J. Kevin BlodgettTitle:
    
    EVP- AdministrativeDate:
    
    December 10, 2007Dynegy Inc. Benefit Plans CommitteeBy:
    
    /s/ Julius CoxTitle:
    
    Chairman, Benefits Plans CommitteeDate:
    
    December 10, 2007
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