Exhibit 10.35
 DYNEGY MIDWEST GENERATION, INC. 401(k) SAVINGS PLAN FOR
EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
 As Amended and Restated
 Effective January 1, 2009




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DYNEGY MIDWEST GENERATION, INC. 401(k) SAVINGS PLAN FOR EMPLOYEES
COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT
 WITNESSETH:




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TABLE OF CONTENTS
 PAGEI. DEFINITIONS AND CONSTRUCTION
    
    
    11.1 Definitions
    
    
    11.2 Number and Gender
    
    
    111.3 Headings
    
    
    111.4 Construction
    
    
    11II. PARTICIPATION
    
    
    112.1 Eligibility
    
    
    112.2 Transferred Employees
    
    
    12III. CONTRIBUTIONS
    
    
    123.1 Before-Tax Contributions
    
    
    123.2 After-Tax Contributions
    
    
    153.3 Employer Matching Contributions
    
    
    163.4 Employer Discretionary Contributions
    
    
    173.5 Employer Discretionary Qualified Matching Contributions
    
    
    173.6 Restrictions on Employer Matching Contributions and After-Tax Contributions
    
    
    183.7 Return of Contributions
    
    
    183.8 Disposition of Excess Deferrals and Excess Contributions
    
    
    193.9 Rollover Contributions
    
    
    21IV. ALLOCATIONS AND LIMITATIONS
    
    
    224.1 Allocation of Contributions to Accounts
    
    
    224.2 Application of Forfeitures
    
    
    244.3 Valuation of Accounts
    
    
    244.4 Limit on Annual Additions Under Section 415
    
    
    244.5 Recharacterizations
    
    
    25V. INVESTMENT OF ACCOUNTS
    
    
    255.1 Investment of ESOP Subaccounts
    
    
    255.2 Investment of Certain Employer Contributions
    
    
    255.3 Investment of Accounts
    
    
    265.4 VBO Investments
    
    
    265.5 Pass-Through Voting and Other Rights with Respect to Company Stock
    
    
    275.6 Stock Splits and Stock Dividends
    
    
    27VI. ESOP AND ESOP ALLOCATIONS
    
    
    276.1 Article Controls
    
    
    276.2 Purpose of ESOP
    
    
    276.3 Nature of the ESOP
    
    
    276.4 Requirements as to Exempt Loan
    
    
    286.5 Use of Exempt Loan Proceeds
    
    
    29
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PAGE6.6 Loan Repayment Contributions
    
    
    296.7 Release and Allocation of Financed Stock
    
    
    296.8 Investment of Accounts
    
    
    306.9 Dividends
    
    
    316.10 Put Option
    
    
    316.11 Right of First Refusal
    
    
    326.12 Investment of Trust Fund in Company Stock
    
    
    336.13 Company Stock Valuation
    
    
    33VII. GENERAL BENEFITS
    
    
    347.1 No Benefits Unless Herein Set Forth
    
    
    347.2 Severance from Employment Benefit
    
    
    347.3 Disability Benefit
    
    
    347.4 Vesting of Accounts
    
    
    34VIII. DEATH BENEFITS
    
    
    348.1 Death Benefits
    
    
    348.2 Designation of Beneficiaries
    
    
    34IX. PAYMENT OF BENEFITS
    
    
    359.1 Determination of Benefit Commencement Date
    
    
    359.2 Minimum Distribution Requirements
    
    
    369.3 Form of Payment and Payee
    
    
    409.4 Direct Rollover Election
    
    
    419.5 Transfers to Salaried Plan
    
    
    419.6 Notice of Direct Rollover Distribution
    
    
    429.7 Unclaimed Benefits
    
    
    429.8 Claims Review
    
    
    42X. IN-SERVICE WITHDRAWALS
    
    
    4610.1 In-Service Withdrawals
    
    
    4610.2 Restriction on In-Service Withdrawals
    
    
    48XI. LOANS
    
    
    49XII. ADMINISTRATION OF THE PLAN
    
    
    4912.1 General Administration of the Plan
    
    
    4912.2 Records and Procedures
    
    
    4912.3 Meetings
    
    
    5012.4 Self-Interest of Members
    
    
    5012.5 Compensation and Bonding
    
    
    5012.6 Committee Powers and Duties
    
    
    5012.7 Employer to Supply Information
    
    
    5112.8 Temporary Restrictions
    
    
    5212.9 Indemnification
    
    
    52
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PAGEXIII. TRUSTEE AND ADMINISTRATION OF TRUST FUND
    
    
    5213.1 Trust Agreement
    
    
    5213.2 Payment of Expenses
    
    
    5213.3 Trust Fund Property
    
    
    5313.4 Distributions from Participants Accounts
    
    
    5313.5 Payments Solely front Trust Fund
    
    
    5313.6 No Benefits to Company/Employer
    
    
    53XIV. FIDUCIARY PROVISIONS
    
    
    5314.1 Article Controls
    
    
    5314.2 General Allocation of Fiduciary Duties
    
    
    5314.3 Delegation of Fiduciary Duties
    
    
    5414.4 Investment Manager
    
    
    5414.5 Independent Fiduciary
    
    
    54XV. AMENDMENTS
    
    
    5515.1 Right to Amend
    
    
    5515.2 Limitation on Amendments
    
    
    56XVI. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION
    
    
    5616.1 Right to Discontinue Contributions, Terminate, or Partially Terminate
    
    
    5616.2 Procedure in the Event of Discontinuance of Contributions, Termination,
or Partial Termination
    
    
    5616.3 Merger, Consolidation, or Transfer
    
    
    57XVII. PARTICIPATING EMPLOYERS
    
    
    5717.1 Designation of Other Employers
    
    
    5717.2 Single Plan
    
    
    58XVIII. MISCELLANEOUS PROVISIONS
    
    
    5818.1 Not Contract of Employment
    
    
    5818.2 Spendthrift Clause
    
    
    5918.3 Uniformed Services Employment and Reemployment Rights Act Requirements
    
    
    6018.4 Payments to Minors and Incompetents
    
    
    6018.5 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
    
    
    6118.9 Severability
    
    
    6118.10 Jurisdiction
    
    
    61Appendix A: Participating EmployersAppendix B: Loan Policy
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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
 Catch-Up Contributions
  1




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Class Settlement Account In re Dynegy Inc. Securities Litigation,
   Age of Participant or FormerFund Name
    
    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
  2




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Code
 Committee
 Company
 Company Stock
 Company Stock Fund
 Compensation
       3




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Compensation Committee
 Controlled Entity
 Directors
 Direct Rollover
 Distributee
 Effective Date
  4




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Eligible Employee
       Eligible Retirement Plan
   5




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Eligible Rollover Distribution
   Employee
 Employer
 Employer Contribution Account
 ESOP Subaccount
  6




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Non-ESOP Subaccount
 Employer Contributions
 Employer Discretionary Contributions
 Employer Discretionary Qualified Matching Contributions
 Employer Matching Contributions
 ESOP
 ESOP Subaccount
 Exempt Loan
 Financed Stock
 415 Compensation
  7




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Highly Compensated Employee
      Incentive Contribution Subaccount
 Investment Fund
 Independent Fiduciary
  8




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Leased Employee
 Non-ESOP Subaccount Section 1.1(bb).
 Normal Retirement Date
 Participant
 Plan
 Plan Year
 Rollover Contribution Account
 Employee After-Tax Rollover Subaccount
 Employee Rollover Subaccount
 Employee Roth Rollover Subaccount
  9




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Rollover Contributions
 Roth Account
 Roth Contributions
 Salaried Plan
 Severance from Employment
 Suspense Account
 Total and Permanent Disability
 TRASOP
 TRASOP Transfer Account
 TRASOP Employee Subaccount
 TRASOP Employer Subaccount
  10




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Trust
 Trust Agreement
 Trust Fund
 Trustee
 VBO
 Number and Gender .
 Headings .
 Construction .
 II.  PARTICIPATION
 Eligibility .
     11




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Transferred Employees .
 III.  CONTRIBUTIONS
 Before-Tax Contributions .
 1 2
  12




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After-Tax Contributions .
       15




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Employer Matching Contributions .
       16




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Employer Discretionary Contributions .
    Employer Discretionary Qualified Matching Contributions .
      17




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Restrictions on Employer Matching Contributions and After-Tax Contributions .
 Return of Contributions .
  18




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Disposition of Excess Deferrals and Excess Contributions .
     19




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20




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Rollover Contributions .
      21




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IV.  ALLOCATIONS AND LIMITATIONS
 Allocation of Contributions to Accounts .
      22




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23




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Application of Forfeitures .
 Valuation of Accounts
 Limit on Annual Additions Under Section 415 .
          24




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Recharacterizations .
  V.  INVESTMENT OF ACCOUNTS
 Investment of ESOP Subaccounts .
 Investment of Certain Employer Contributions .
  25




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Investment of Accounts .
    VBO Investments .
  26




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Pass-Through Voting and Other Rights with Respect to Company Stock .
    Stock Splits and Stock Dividends .
 VI.  ESOP AND ESOP ALLOCATIONS
 Article Controls .
 Purpose of ESOP .
 Nature of the ESOP .
  27




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Requirements as to Exempt Loan .
              28




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Use of Exempt Loan Proceeds .
     Loan Repayment Contributions .
 Release and Allocation of Financed Stock .
   29




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Investment of Accounts .
     30




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Dividends .
   Put Option .
     31




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Right of First Refusal .
     32




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Investment of Trust Fund in Company Stock .
 Company Stock Valuation .
  33




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VII.  GENERAL BENEFITS
 No Benefits Unless Herein Set Forth .
 Severance from Employment Benefit .
 Disability Benefit .
 Vesting of Accounts .
 VIII.  DEATH BENEFITS
 Death Benefits .
 Designation of Beneficiaries .
   34




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IX.  PAYMENT OF BENEFITS
 Determination of Benefit Commencement Date .
   th
  35




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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
  36




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Death of Participant Before Distributions Begin
 1 2
     Forms of Distribution
  37




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Required Minimum Distributions During Participants Lifetime
 Amount of Required Minimum Distribution For Each Distribution Calendar
Year
   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
    38




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No Designated Beneficiary th
 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
  39




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Distribution calendar year
 Life expectancy
 Participants account balance
 Required beginning date
  Form of Payment and Payee .
   40




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Direct Rollover Election .
  Transfers to Salaried Plan .
  41




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Notice of Direct Rollover Distribution .
 Section 401(a)(31)(B)
    Unclaimed Benefits .
 Claims Review .
 Definitions
 Adverse Benefit Determination
  42




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Benefits Administrator
 Claimant
 Filing of Benefit Claim
 Processing of Benefit Claim
       43




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Notification of Adverse Benefit Determination
     Review of Adverse Benefit Determination
     44




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Notification of Benefit Determination on Review
       45




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Exhaustion of Administrative Remedies
 Payment of Benefits
 Authorized Representatives
 X.  IN-SERVICE WITHDRAWALS
 In-Service Withdrawals .
     46




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1 2
         47




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Restriction on In-Service Withdrawals .
        48




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XI.  LOANS
   XII.  ADMINISTRATION OF THE PLAN
 General Administration of the Plan .
 Records and Procedures
  49




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Meetings .
 Self-Interest of Members .
 Compensation and Bonding .
 Committee Powers and Duties .
     50




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Employer to Supply Information .
  51




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Temporary Restrictions .
 Indemnification .
 XIII.  TRUSTEE AND ADMINISTRATION OF TRUST FUND
 Trust Agreement .
 Payment of Expenses .
  52




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Trust Fund Property .
 Distributions from Participants Accounts .
 Payments Solely front Trust Fund .
 No Benefits to Company/Employer .
 XIV.  FIDUCIARY PROVISIONS
 Article Controls .
 General Allocation of Fiduciary Duties .
  53




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Delegation of Fiduciary Duties .
 Investment Manager .
    Independent Fiduciary .
    54




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XV.  AMENDMENTS
 Right to Amend .
  55




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Limitation on Amendments .
  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 .
    56




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Merger, Consolidation, or Transfer .
 XVII.  PARTICIPATING EMPLOYERS
 Designation of Other Employers .
   57




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Single Plan .
 XVIII.  MISCELLANEOUS PROVISIONS
 Not Contract of Employment .
  58




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Spendthrift Clause .
 Distributions Pursuant to Qualified Domestic Relations Orders
   Distributions Pursuant to Certain Judgments or Orders
     59




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Uniformed Services Employment and Reemployment Rights Act Requirements .
 Payments to Minors and Incompetents .
  60




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Acquisition and Holding of Company Stock .
 Power of Attorney Designations .
 Participants and Beneficiarys Addresses .
 Incorrect Information, Fraud, Concealment, or Error .
 Severability .
 Jurisdiction .
 th
 By:Name:Title:  61




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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