Exhibit 10.34
 DYNEGY MIDWEST GENERATION, INC. 401(K) SAVINGS PLAN
 As Amended and Restated
Effective January 1, 2009




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TABLE OF CONTENTS
 I. DEFINITIONS AND CONSTRUCTION
    
    
    11.1 Definitions
    
    
    11.2 Number and Gender
    
    
    121.3 Headings
    
    
    121.4 Construction
    
    
    12II. PARTICIPATION
    
    
    122.1 Eligibility
    
    
    122.2 Transferred Employees
    
    
    13III. CONTRIBUTIONS
    
    
    133.1 Before-Tax Contributions
    
    
    133.2 After-Tax Contributions
    
    
    163.3 Employer Matching Contributions
    
    
    173.4 Employer Discretionary Contributions
    
    
    183.5 Employer Discretionary Qualified Matching Contributions
    
    
    183.6 Restrictions on Employer Matching Contributions and After-Tax Contributions
    
    
    193.7 Return of Contributions
    
    
    193.8 Disposition of Excess Deferrals and Excess Contributions
    
    
    203.9 Rollover Contributions
    
    
    22IV. ALLOCATIONS AND LIMITATIONS
    
    
    234.1 Allocation of Contributions to Accounts
    
    
    234.2 Application of Forfeitures
    
    
    254.3 Valuation of Accounts
    
    
    254.4 Limit on Annual Additions Under Section 415
    
    
    254.5 Recharacterizations
    
    
    26V. INVESTMENT OF ACCOUNTS
    
    
    265.1 Investment of ESOP Subaccounts
    
    
    265.2 Investment of Certain Employer Contributions
    
    
    265.3 Investment of Accounts
    
    
    265.4 VBO Investments
    
    
    275.5 Pass-Through Voting and Other Rights with Respect to Company Stock
    
    
    275.6 Stock Splits and Stock Dividends
    
    
    28VI. ESOP AND ESOP ALLOCATIONS
    
    
    286.1 Article Controls
    
    
    286.2 Purpose of ESOP
    
    
    286.3 Nature of the ESOP
    
    
    286.4 Requirements as to Exempt Loan
    
    
    286.5 Use of Exempt Loan Proceeds
    
    
    306.6 Loan Repayment Contributions
    
    
    306.7 Release and Allocation of Financed Stock
    
    
    30
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6.8 Investment of Accounts
    
    
    316.9 Dividends
    
    
    316.10 Put Option
    
    
    326.11 Right of First Refusal
    
    
    336.12 Investment of Trust Fund in Company Stock
    
    
    346.13 Company Stock Valuation
    
    
    34VII. GENERAL BENEFITS
    
    
    347.1 No Benefits Unless Herein Set Forth
    
    
    347.2 Severance from Employment Benefit
    
    
    347.3 Disability Benefit
    
    
    357.4 Vesting of Accounts
    
    
    35VIII. DEATH BENEFITS
    
    
    358.1 Death Benefits
    
    
    358.2 Designation of Beneficiaries
    
    
    35IX. PAYMENT OF BENEFITS
    
    
    369.1 Determination of Benefit Commencement Date
    
    
    369.2 Minimum Distribution Requirements
    
    
    379.3 Form of Payment and Payee
    
    
    419.4 Direct Rollover Election
    
    
    419.5 Transfers to Collectively Bargained Plan
    
    
    429.6 Notice of Direct Rollover Distribution
    
    
    429.7 Unclaimed Benefits
    
    
    439.8 Claims Review
    
    
    43X. IN-SERVICE WITHDRAWALS
    
    
    4710.1 In-Service Withdrawals
    
    
    4710.2 Restriction on In-Service Withdrawals
    
    
    49XI. LOANS
    
    
    49XII. ADMINISTRATION OF THE PLAN
    
    
    5012.1 General Administration of the Plan
    
    
    5012.2 Records and Procedures
    
    
    5012.3 Meetings
    
    
    5012.4 Self-Interest of Members
    
    
    5012.5 Compensation and Bonding
    
    
    5112.6 Committee Powers and Duties
    
    
    5112.7 Employer to Supply Information
    
    
    5212.8 Temporary Restrictions
    
    
    5212.9 Indemnification
    
    
    52XIII. TRUSTEE AND ADMINISTRATION OF TRUST FUND
    
    
    5313.1 Trust Agreement
    
    
    5313.2 Payment of Expenses
    
    
    5313.3 Trust Fund Property
    
    
    5313.4 Distributions from Participants Accounts
    
    
    5313.5 Payments Solely from Trust Fund
    
    
    5313.6 No Benefits to Company/Employer
    
    
    54
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XIV. FIDUCIARY PROVISIONS
    
    
    5414.1 Article Controls
    
    
    5414.2 General Allocation of Fiduciary Duties
    
    
    5414.3 Delegation of Fiduciary Duties
    
    
    5414.4 Investment Manager
    
    
    5414.5 Independent Fiduciary
    
    
    55XV. AMENDMENTS
    
    
    5615.1 Right to Amend
    
    
    5615.2 Limitation on Amendments
    
    
    56XVI. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION
    
    
    5716.1 Right to Discontinue Contributions, Terminate, or Partially Terminate
    
    
    5716.2 Procedure in the Event of Discontinuance of Contributions, Termination,
or Partial Termination
    
    
    5716.3 Merger, Consolidation, or Transfer
    
    
    58XVII. PARTICIPATING EMPLOYERS
    
    
    5817.1 Designation of Other Employers
    
    
    5817.2 Single Plan
    
    
    59XVIII. MISCELLANEOUS PROVISIONS
    
    
    5918.1 Not Contract of Employment
    
    
    5918.2 Spendthrift Clause
    
    
    5918.3 Uniformed Services Employment and Reemployment Rights Act Requirements
    
    
    6118.4 Payments to Minors and Incompetents
    
    
    6118.5 Acquisition and Holding of Company Stock
    
    
    6118.6 Power of Attorney Designations
    
    
    6118.7 Participants and Beneficiarys Addresses
    
    
    6118.8 Incorrect Information, Fraud, Concealment, or Error
    
    
    6218.9 Severability
    
    
    6218.10 Jurisdiction
    
    
    62XIX. TOP-HEAVY STATUS
    
    
    6219.1 Article Controls
    
    
    6219.2 Definitions
    
    
    6219.3 Top-Heavy Status
    
    
    6419.4 Top-Heavy Contribution
    
    
    6419.5 Termination of Top-Heavy Status
    
    
    6519.6 Effect of Article
    
    
    65
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DYNEGY MIDWEST GENERATION, INC. 401(K) SAVINGS PLAN

WITNESSETH




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I.
 DEFINITIONS AND CONSTRUCTION
 Definitions.
 Account(s):
 Act
 After-Tax Account
 After-Tax Contributions
 Before-Tax Account
 Before-Tax Contributions
 Benefit Commencement Date
 Catch-Up Contribution Account
  1




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Catch-Up Contributions
 Class Settlement Account I In re Dynegy Inc. Securities Litigation,
   2




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Fund Name
    
    Age of Participant or Former ParticipantVanguard Target Retirement
Income Fund
    
    Ages 65 or olderVanguard Target Retirement
2005 Fund
    
    Ages 60 to 64Vanguard Target Retirement
2015 Fund
    
    Ages 50 to 59Vanguard Target Retirement
2025 Fund
    
    Ages 40 to 49Vanguard Target Retirement
2035 Fund
    
    Ages 30 to 39Vanguard Target Retirement
2045 Fund
    
    Up to Age 29
 Class Settlement Account II In re Dynegy Inc. ERISA Litigation,
   3




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Fund Name
    
    Age of Participant or Former ParticipantVanguard Target Retirement Income Fund
    
    Ages 65 or olderVanguard Target Retirement
2005 Fund
    
    Ages 60 to 64Vanguard Target Retirement
2015 Fund
    
    Ages 50 to 59Vanguard Target Retirement
2025 Fund
    
    Ages 40 to 49Vanguard Target Retirement
2035 Fund
    
    Ages 30 to 39Vanguard Target Retirement
2045 Fund
    
    Up to Age 29
 Code
 Collectively Bargained Plan
 Committee
 Company
 Company Stock
 Company Stock Fund
  4




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Compensation
       Compensation Committee
 Controlled Entity
 Directors
 Direct Rollover
  5




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Distributee
 Effective Date
 Eligible Employee
 Eligible Retirement Plan
  6




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Eligible Rollover Distribution
   Employee
  7




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Employer
 Employer Contribution Account
 ESOP Subaccount
 Non-ESOP Subaccount
 Employer Contributions
 Employer Discretionary Contributions
 Employer Discretionary Qualified Matching Contributions
 Employer Matching Contributions
 ESOP
 ESOP Subaccount
  8




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Exempt Loan
 Financed Stock
 415 Compensation
 Highly Compensated Employee
      Incentive Contribution Subaccount
  9




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Independent Fiduciary
 Investment Fund
 Leased Employee
 Non-ESOP Subaccount
 Normal Retirement Date
 Participant
 Plan
 Plan Year
 Rollover Contribution Account
 Employee After-Tax Rollover Subaccount
 Employee Rollover Subaccount
  10




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Employee Roth Rollover Subaccount
 Rollover Contributions
 Roth Account
 Roth Contributions
 Severance from Employment
 Suspense Account
 Total and Permanent Disability
 TRASOP
 TRASOP Transfer Account
 TRASOP Employee Subaccount
  11




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TRASOP Employer Subaccount
 Trust
 Trust Agreement
 Trust Fund
 Trustee
 VBO
 Number and Gender
 Headings
 Construction
 II.  PARTICIPATION
 Eligibility .
   12




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Transferred Employees .
 III.  CONTRIBUTIONS
 Before-Tax Contributions .
 1 2
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After-Tax Contributions .
       16




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Employer Matching Contributions .
       17




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Employer Discretionary Contributions .
    Employer Discretionary Qualified Matching Contributions
      18




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Restrictions on Employer Matching Contributions and After-Tax Contributions
 Return of Contributions .
  19




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Disposition of Excess Deferrals and Excess Contributions .
     20




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Rollover Contributions .
       22




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IV.  ALLOCATIONS AND LIMITATIONS
 Allocation of Contributions to Accounts .
      23




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24




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Application of Forfeitures .
 Valuation of Accounts .
 Limit on Annual Additions Under Section 415
          25




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Recharacterizations
  V.  INVESTMENT OF ACCOUNTS
 Investment of ESOP Subaccounts .
 Investment of Certain Employer Contributions .
 Investment of Accounts .
   26




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VBO Investments .
 Pass-Through Voting and Other Rights with Respect to Company Stock .
    27




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Stock Splits and Stock Dividends .
 VI.  ESOP AND ESOP ALLOCATIONS
 Article Controls .
 Purpose of ESOP .
 Nature of the ESOP .
 Requirements as to Exempt Loan .
     28




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Use of Exempt Loan Proceeds .
     Loan Repayment Contributions .
 Release and Allocation of Financed Stock .
     30




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Investment of Accounts .
    Dividends .
    31




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Put Option .
     32




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Right of First Refusal .
     33




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Investment of Trust Fund in Company Stock . .
 Company Stock Valuation .
 VII.  GENERAL BENEFITS
 No Benefits Unless Herein Set Forth
 Severance from Employment Benefit
  34




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Disability Benefit
 Vesting of Accounts
 VIII.  DEATH BENEFITS
 Death Benefits .
 Designation of Beneficiaries .
      35




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IX.  PAYMENT OF BENEFITS
 Determination of Benefit Commencement Date .
   th
    36




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Minimum Distribution Requirements .
 General Rules
 Requirements of Treasury Regulations Incorporated
 TEFRA Section 242(b)(2) Elections
 Time and Manner of Distribution
 Required Beginning Date
 Death of Participant Before Distributions Begin
 1 2
   37




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Forms of Distribution
 Required Minimum Distributions During Participants Lifetime
 Amount of Required Minimum Distribution For Each Distribution Calendar
Year
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Lifetime Required Minimum Distributions Continue Through Year of Participants
Death
 Required Minimum Distributions After Participants Death
 Death On or After Date Distributions Begin
 Participant Survived by Designated Beneficiary
    No Designated Beneficiary
  39




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Death Before Date Distributions Begin
 Participant Survived by Designated Beneficiary Subparagraph (e)(1).
 No Designated Beneficiary
 Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin
 Definitions
 Designated beneficiary
 Distribution calendar year
 Life expectancy
  40




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Participants account balance
 Required beginning date
  Form of Payment and Payee .
   Direct Rollover Election .
  41




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Transfers to Collectively Bargained Plan .
 Notice of Direct Rollover Distribution .
      42




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Unclaimed Benefits .
 Claims Review .
 Definitions
 Adverse Benefit Determination
 Benefits Administrator
 Claimant
 Filing of Benefit Claim
  43




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Processing of Benefit Claim
       Notification of Adverse Benefit Determination
    44




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Review of Adverse Benefit Determination
       45




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Notification of Benefit Determination on Review
      Exhaustion of Administrative Remedies
 Payment of Benefits
  46




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Authorized Representatives
 X.  IN-SERVICE WITHDRAWALS
 In-Service Withdrawals .
        47




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Restriction on In-Service Withdrawals .
       XI.  LOANS
    49




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XII.  ADMINISTRATION OF THE PLAN
 General Administration of the Plan .
 Records and Procedures .
 Meetings .
 Self-Interest of Members .
  50




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Compensation and Bonding .
 Committee Powers and Duties .
            51




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Employer to Supply Information .
 Temporary Restrictions .
 Indemnification .
  52




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XIII.  TRUSTEE AND ADMINISTRATION OF TRUST FUND
 Trust Agreement .
 Payment of Expenses .
 Trust Fund Property .
 Distributions from Participants Accounts .
 Payments Solely from Trust Fund .
  53




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No Benefits to Company/Employer .
 XIV.  FIDUCIARY PROVISIONS
 Article Controls .
 General Allocation of Fiduciary Duties .
 Delegation of Fiduciary Duties .
 Investment Manager .
    54




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Independent Fiduciary .
        55




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XV.  AMENDMENTS
 Right to Amend .
 Limitation on Amendments .
   56




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XVI.  DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL 

TERMINATION, AND MERGER OR
CONSOLIDATION
 Right to Discontinue Contributions, Terminate, or Partially Terminate .
 Procedure in the Event of Discontinuance of Contributions, Termination, or Partial
Termination .
      57




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Merger, Consolidation, or Transfer .
 XVII.  PARTICIPATING EMPLOYERS
 Designation of Other Employers .
     58




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Single Plan .
 XVIII.  MISCELLANEOUS PROVISIONS
 Not Contract of Employment .
 Spendthrift Clause .
 Distributions Pursuant to Qualified Domestic Relations Orders
  59




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Distributions Pursuant to Certain Judgments or Orders
         60




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Uniformed Services Employment and Reemployment Rights Act Requirements .
 Payments to Minors and Incompetents .
 Acquisition and Holding of Company Stock .
 Power of Attorney Designations .
 Participants and Beneficiarys Addresses .
  61




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Incorrect Information, Fraud, Concealment, or Error .
 Severability .
 Jurisdiction .
 XIX.  TOP-HEAVY STATUS
 Article Controls .
 Definitions .
 Account Balance
  62




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Accrued Benefit
 Aggregation Group
 Assumptions
 Determination Date
 Key Employee
 Plan Year
 Remuneration
 Valuation Date
  63




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Top-Heavy Status
 Top-Heavy Contribution .
       64




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Termination of Top-Heavy Status .
 Effect of Article .
 th
 DYNEGY INC.By:Name:Title:
  65




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Appendix A:
 PARTICIPATING EMPLOYERS
   1




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Appendix B:
 LOAN POLICY
 Eligibility for Loan .
 Maximum Loan .
     Minimum Loan .
 Interest and Security .
   1




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Repayment Terms of Loan .
    2




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Operation of Article .
  3