Eighth Amendment to the Dynegy Midwest Generation, Inc. 401(k) Savings Plan


 Exhibit 10.40 
 EIGHTH AMENDMENT TO THE 
 DYNEGY MIDWEST GENERATION, INC. 401(k) SAVINGS PLAN 

WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has established and maintains the Dynegy Midwest Generation, Inc. 401(k)
Savings Plan (the “Plan”) for the benefit of the eligible employees of certain participating companies; and 
 WHEREAS, Dynegy
Illinois has entered into 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 Acquisition, Inc., executed September 14, 2006 (the “Merger Agreement”); 
 WHEREAS, pursuant to the transactions contemplated in the Merger Agreement, Dynegy Illinois will become a wholly-owned subsidiary of a newly formed Delaware corporation, named “Dynegy Inc.” (“Dynegy Inc.”), and Dynegy
Illinois will thereafter be renamed “Dynegy Illinois Inc.”, as of the Effective Time specified in the Merger Agreement (the “Effective Time”); 
 WHEREAS, in connection with the completion of such transactions, the Board of Directors of Dynegy Illinois and Dynegy Inc. have approved the adoption, assumption and sponsorship of the Plan by Dynegy Inc.; 

WHEREAS, immediately after the Effective Time, Dynegy Illinois will withdraw as the sponsor of the Plan and Dynegy Inc. will assume sponsorship of the
Plan from Dynegy Illinois and will become the “Company” for purposes of the Plan; 
 WHEREAS, Dynegy Illinois wishes to clarify
that the full name of the committee referred to in the Plan as the “Compensation Committee” is the “Compensation and Human Resources Committee of the Board of Directors of Dynegy Inc., a Delaware corporation”; and 
 WHEREAS, Dynegy Illinois desires to amend certain provisions of the Plan related to the Dynegy Inc. Benefit Plans Committee; 
 NOW, THEREFORE, BE IT RESOLVED that the Plan shall be, and hereby is, amended as follows, effective immediately after the Effective Time: 
 I. 
 The preamble to the Plan is
amended in its entirety to provide as follows: 
 “WHEREAS, Dynegy Inc., an Illinois corporation (‘Dynegy Illinois’), has
heretofore adopted the Dynegy Midwest Generation, Inc. 401(k) Savings Plan hereinafter referred to as the ‘Plan’ for the benefit of its eligible employees; 






 WHEREAS, Dynegy Illinois has heretofore restated the Plan effective January 1, 2002, and has
subsequently amended the Plan; 
 WHEREAS, Dynegy Illinois has entered into 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 Acquisition, Inc., executed
September 14, 2006 (the ‘Merger Agreement’); 
 WHEREAS, pursuant to the transactions contemplated in the Merger Agreement,
Dynegy Illinois will become a wholly-owned subsidiary of a newly formed Delaware corporation, named ‘Dynegy Inc.’, and former Dynegy Inc. will thereafter be renamed ‘Dynegy Illinois Inc.’, as of the Effective Time specified in
the Merger Agreement (the ‘Effective Time’); and 
 WHEREAS, immediately after the Effective Time, Dynegy Illinois will withdraw as
the sponsor of the Plan and Dynegy Inc., a Delaware corporation, will assume sponsorship of the Plan from Dynegy Illinois and Dynegy Inc., a Delaware corporation, will become the ‘Company’ for Plan purposes immediately after the Effective
Time.” 
 II. 
 Section 1.1(10) of the Plan is amended in its entirety to provide as follows: 
 “(10) Committee: The Dynegy
Inc. Benefit Plans Committee appointed to administer the Plan, which is comprised of those individuals who are serving on the Dynegy Inc. Benefit Plans Committee immediately prior to the Effective Time, as well as any individual who becomes a
member of the Dynegy Inc. Benefit Plans Committee pursuant to Section 12.1 of the Plan, until any such individual ceases to be a member of the Dynegy Inc. Benefit Plans Committee pursuant to Section 12.1 of the Plan.” 
 III. 
 Section 1.1(11) of the
Plan is amended in its entirety to provide as follows: 
 “(11) Company: Dynegy Inc., a Delaware corporation, and any
successor thereto.” 
  

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 IV. 
 Section 1.1(12) of the Plan is amended in its entirety to provide as follows: 
 “(12) Company
Stock: The Class A common stock, $0.01 par value, of the Company.” 
 V. 
 A new Section 1.1(13A) is added to the Plan to provide as follows: 
 “(13A) Compensation Committee: The Compensation and Human Resources Committee of the Board of Directors of the Company.” 
 VI. 
 Section 12.1 of the Plan is amended by adding the following sentences
to the end thereof: 
 “Each member of the Committee shall serve until he resigns, dies or is removed by the Committee. The Committee may
remove any of its members at any time, with or without cause, by unanimous vote of the remaining members of the Committee and by written notice to such member. Any member may resign by delivering a written resignation to the Committee, such
resignation to become effective as of a date specified in such notice that is on or after the date such notice is given as herein provided. A member of the Committee who is an employee of the Company or any of its affiliates shall cease to be a
member of the Committee as of the date he ceases to be employed by the Company or any of its affiliates. Vacancies in the Committee arising by death, resignation or removal shall be filled by the Committee. The Committee may select officers
(including a Chairman) and may appoint a secretary who need not be a member of the Committee.” 
 VII. 
 Section 12.3 of the Plan is amended by adding the following sentence to the end thereof: 
 “The Committee may hold any meeting telephonically and any business conducted at a telephonic meeting shall have the same force and effect as if the
member had met in person.” 
 VIII. 
 Except as modified herein, the Plan shall remain in full force and effect. 
  

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 IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date
indicated below, to be effective immediately after the Effective Time. 
  

			
	 DYNEGY ILLINOIS INC.
 (formerly
known as Dynegy Inc.),
 an Illinois corporation

		
	By:	 	/s/ J. Kevin Blodgett
		
	Title:	 	Executive Vice President, Administration
		
	Date:	 	April 2, 2007
	
	Approved and accepted:
	
	 DYNEGY INC.,
 a Delaware
corporation

		
	By:	 	/s/ J. Kevin Blodgett
		
	Title:	 	Executive Vice President, Administration
		
	Date:	 	April 2, 2007


  

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