Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2008, Mr. Robert C. Oelkers, a member of the Board of Directors of Dynegy Inc., passed away. Mr. Oelkers joined Dynegy's Board in 2002 and served as Chairman of the Audit and Compliance Committee from 2002-2007. Mr. Oelkers brought principles-based leadership and seasoned judgment to this position, helping oversee Dynegy's efforts to implement enhanced processes and controls in response to the Sarbanes-Oxley Act of 2002. Most recently, Mr. Oelkers served as a member of the Audit and Compliance, Corporate Governance and Nominating, and Performance Review Committees of the Board.

The Corporate Governance and Nominating Committee intends to review the vacancy on the Board created by Mr. Oelkers' untimely passing and to develop a plan for filling the vacancy in due course. Dynegy's Board of Directors continues to be comprised of a majority of independent directors.

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