Amendment to the Dynegy Inc. 2000 Long Term Incentive Plan


 Exhibit 10.5 
 AMENDMENT TO THE 
 DYNEGY INC. 2000 LONG TERM INCENTIVE PLAN 
 WHEREAS, Dynegy Inc. (the “Company”), has heretofore adopted the Dynegy Inc. 2000 Long Term Incentive Plan (the “Plan”); and

 WHEREAS, Paragraph XII of the Plan provides that the Board of Directors of the Company may amend the Plan at any time; 
 NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 1, 2006: 
 1. Paragraph IX(b) of the Plan shall be deleted and the following shall be substituted therefor: 
 “(b) Performance Measures. A Performance Award shall be awarded to a Holder contingent upon future performance of the Company
or any Affiliate, division, or department thereof by or in which such Holder is employed during the performance period. The Committee shall establish the performance measures applicable to such performance either (I) prior to the beginning of
the performance period or (II) within ninety days after the beginning of the performance period if the outcome of the performance targets is substantially uncertain at the time such targets are established, but not later than the date that 25% of
the performance period has elapsed; provided such measures may be made subject to adjustment for specified significant extraordinary items or events. The performance measures may be absolute, relative to one or more other companies, or relative to
one or more indexes. The performance measures established by the Committee may be based upon 
  

	 	(i)	the price of a share of Common Stock, 

  

	 	(ii)	the Company’s earnings per share, 

  

	 	(iii)	the Company’s market share, 

  

	 	(iv)	the market share of a segment or portion of the Company designated by the Committee, 

  

	 	(v)	the Company’s sales, 

  

	 	(vi)	the sales of a segment or portion of the Company designated by the Committee, 








	 	(vii)	the net income (before or after taxes) of the Company or any segment or portion of the Company designated by the Committee, 

  

	 	(viii)	the cash flow return on investment of the Company or any segment or portion of the Company designated by the Committee, 

  

	 	(ix)	the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or any segment or portion of the Company designated by the Committee,


  

	 	(x)	the economic value added, 

  

	 	(xi)	the return on stockholders’ equity achieved by the Company, 

  

	 	(xii)	the total stockholders’ return achieved by the Company, 

  

	 	(xiii)	the operating cash flow, free cash flow, or any other cash flow metric of the Company or any segment or portion of the Company designated by the Committee, 


 

	 	(xiv)	any other performance metric selected by the Committee, or 

  

	 	(xv)	a combination of any of the foregoing. 

 The Committee, in
its sole discretion, may provide for an adjustable Performance Award value based upon the level of achievement of performance measures.” 
 2. Paragraph IX(d) of the Plan shall be deleted and the following shall be substituted therefor: 
 “(d)
Payment. Following the end of the performance period, the Holder of a Performance Award shall be entitled to receive payment of an amount not exceeding the number of shares of Common Stock subject to or the maximum value of the Performance
Award, based on the achievement of the performance measures for such performance period, as determined by the Committee. Payment of a Performance Award shall be in a lump sum in cash, Common Stock, or a combination thereof, as determined by the
Committee, and shall be made no later than 2 1/2 months after the end of the performance period. If a Performance
Award covering shares of Common Stock is to be paid in cash, such payment shall be based on the Fair Market Value of the Common Stock on the payment date.” 
 3. As amended hereby, the Plan is specifically ratified and reaffirmed. 
  

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 IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed this 16th day of
March 2006, effective as of January 1, 2006. 
  

			
	DYNEGY INC.
		
	By:	 	 /s/ J. Kevin Blodgett

	Name:	 	J. Kevin Blodgett
	Title:	 	General Counsel & EVP, Administration


  

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