**Exhibit 10.13****RESTRICTED STOCK AWARD AGREEMENT****THIS RESTRICTED STOCK AWARD AGREEMENT**(this “Agreement”) is made as of the **6th**day of March,2008, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates(collectively, the “Company”), and the named employee (the “Employee”). A copy of the Dynegy Inc.2001 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a parthereof as if fully set forth herein. Unless the context otherwise requires, all terms that are notdefined in this Agreement but which are defined in the Plan shall have the same meaning given tothem in the Plan when used herein.1. **Award**. Pursuant to the Plan, as of the date of this Agreement (the “Grant Date”), adesignated number of restricted shares (the “Restricted Shares”) of Dynegy’s Class A common stock,$0.01 par value per share (“Common Stock”), shall be issued as hereinafter provided in theEmployee’s name subject to certain restrictions thereon. The Restricted Shares shall be issuedupon acceptance hereof by the Employee and upon satisfaction of the conditions of this Agreement.The Employee acknowledges receipt of a copy of the Plan, and agrees that this award of RestrictedShares shall be subject to all of the terms and provisions of the Plan, including future amendmentsthereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of thisAgreement. If it is subsequently determined by the Committee, in its sole discretion, that theterms and conditions of this Agreement and/or the Plan are not compliant with Code Section 409A, orany Treasury regulations or Internal Revenue Service guidance promulgated thereunder, thisAgreement and/or the Plan may be amended accordingly.2. **Restricted Shares**. The Employee hereby accepts the Restricted Shares when issued andagrees with respect thereto as follows:(a) **Forfeiture Restrictions**. The Restricted Shares may not be sold, assigned,pledged, exchanged, hypothecated or otherwise transferred, encumbered or otherwise disposedof (any such sale, assignment, pledge, exchange, hypothecation or other transfer,encumbrance or disposition being referred to herein as a “Transfer”) to the extent thensubject to the Forfeiture Restrictions (as hereinafter defined), and in the event oftermination of the Employee’s employment with the Company for any reason whatsoever, theEmployee shall, for no consideration, forfeit to the Company all Restricted Shares thensubject to the Forfeiture Restrictions, except to the extent that such ForfeitureRestrictions lapse upon such termination in accordance with Section 2(b) hereof. Theprohibition against Transfer and the obligation to forfeit and surrender Restricted Sharesto the Company upon termination of employment are herein referred to as the “ForfeitureRestrictions.” The Forfeiture Restrictions shall be binding upon and enforceable againstany transferee of Restricted Shares. For purposes of this Agreement, the following termsshall have the meanings indicated below:(i) “Committee” shall mean the committee that administers the Plan.
 
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(ii) “Cause” shall mean, and hence arise where, as determined by the Committee in its solediscretion, the Employee (A) has been convicted of a misdemeanor involving moral turpitude or afelony; (B) has failed to substantially perform the duties of such Employee to the Company (otherthan such failure resulting from the Employee’s incapacity due to physical or mental condition)which results in a materially adverse effect upon the Company, financial or otherwise; (C) hasrefused without proper legal reason to perform the Employee’s duties and responsibilities to theCompany; or (D) has breached any material corporate policy maintained and established by theCompany that is applicable to the Employee, provided such breach results in a materially adverseeffect upon the Company, financial or otherwise.(iii) “Change in Control” shall mean the occurrence of any of the following events: (A) amerger of Dynegy with another entity, a consolidation involving Dynegy, or the sale of all orsubstantially all of the assets or equity interests of Dynegy to another entity if, in any suchcase, (I) the holders of equity securities of Dynegy immediately prior to such event do notbeneficially own immediately after such event equity securities of the resulting entity entitled tofifty-one percent (51%) or more of the votes then eligible to be cast in the election of directors(or comparable governing body) of the resulting entity in substantially the same proportions thatthey owned the equity securities of Dynegy immediately prior to such event or (II) the persons whowere members of the Board immediately prior to such event do not constitute at least a majority ofthe board of directors of the resulting entity immediately after such event; (B) the dissolution orliquidation of Dynegy, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S.Code, as amended; (C) a circumstance where any person or entity, including a “group” ascontemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control(including, without limitation, power to vote) of fifty percent (50%) or more of the combinedvoting power of the outstanding securities of, (I) if Dynegy has not engaged in a merger orconsolidation, Dynegy, or (II) if Dynegy has engaged in a merger or consolidation, the resultingentity; (D) circumstances where, as a result of or in connection with, a contested election ofdirectors, the persons who were members of the Board immediately before such election shall ceaseto constitute a majority of the Board; or (E) the Board (or the Committee) adopts a resolutiondeclaring that a Change in Control has occurred. For purposes of the “Change in Control”definition, (1) “resulting entity” in the context of an event that is a merger, consolidation orsale of all or substantially all of the subject assets or equity interests shall mean the survivingentity (or acquiring entity in the case of an asset or equity interest sale), unless the survivingentity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and theholders of common stock of Dynegy receive capital stock of such other entity in such transaction orevent, inwhich event the resulting entity shall be such other entity, and (2) subsequent tothe consummation of a merger or consolidation that does not constitute a Change inControl, the term “Dynegy” shall refer to the resulting entity and the term “Board”shall refer to the board of directors (or comparable governing body) of theresulting entity.
 
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(iv) “Involuntary Termination” shall mean any termination of Employee’semployment with the Company that:(A) does not result from (1) a termination for Cause of Employee, (2)Employee’s death or disability (as defined in Section 2(b)(iii)(A) below)or (3) a voluntary resignation by Employee from the Company (other than aresignation pursuant to clause (B) of this Section 2(a)(iv)), or(B) results from a resignation by Employee on or before the date whichis sixty (60) days after the date that Employee first receives writtennotice from or on behalf of the Company of (x) a change in the location ofEmployee’s principal place of employment by fifty (50) miles or more fromthe location where Employee was principally employed immediately prior tothe date on which the Change in Control occurs or (y) Employee’s offer of,assignment to, or placement in a position within the Company that providesa base salary materially lower than Employee’s base salary on Employee’stermination date, all as determined by the Committee in its solediscretion.(b) **Lapse of Forfeiture Restrictions**. The Forfeiture Restrictions shall lapse as to theRestricted Shares in three equal annual installments on anniversaries of the Grant Date as follows,provided that the Employee has been continuously employed by the Company from the date of thisAgreement through such lapse date:(i) on the first anniversary of the Grant Date, the Forfeiture Restrictionsshall lapse as to one-third of the aggregate number of the Restricted Shareswithout further action by the Committee;(ii) on the second anniversary of the Grant Date, the Forfeiture Restrictionsshall lapse as to an additional one-third of the aggregate number of RestrictedShares without further action by the Committee; and(iii) on the third anniversary of the Grant Date, the Forfeiture Restrictionsshall lapse as to the remaining one-third of the aggregate number of RestrictedShares without further action by the Committee.
 
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Notwithstanding the foregoing:(A) if the Employee is determined to be disabled (as defined in the Company’slong term disability program or plan in which the Employee is a participant or, ifthe Employee does not participate in any such plan, as defined in the Dynegy Inc.Long Term Disability Plan, as amended, or the successor plan thereto) or in theevent of the death of the Employee, then the Forfeiture Restrictions shall lapsewith respect to all Restricted Shares to the extent then subject to the ForfeitureRestrictions as of the date of such determination or death, as applicable; and(B) if the Employee’s employment with the Company terminates by reason ofresignation by the Employee (except as otherwise provided in Section 2(b)(E) below)or dismissal by the Company for Cause, then the Employee shall immediately, for noconsideration, forfeit to the Company all Restricted Shares to the extent thensubject to the Forfeiture Restrictions; and(C) if the Employee’s employment with the Company terminates by reason ofretirement by the Employee following (I) the date on which such Employee hasreached sixty (60) years of age and (II) at least ten (10) years of service as anemployee of the Company, then the Forfeiture Restrictions shall lapse as to theRestricted Shares awarded to the Employee hereunder as of the date of suchtermination; and(D) if the Employee’s employment with the Company terminates by reason ofdismissal by the Company other than for Cause, then the Forfeiture Restrictionsshall lapse, as of the date of such termination, with respect to a number ofRestricted Shares (rounded down to the nearest whole number) equal to (I) thenumber of Restricted Shares then subject to the Forfeiture Restrictions multipliedby (II) a fraction, the numerator of which shall be the number of calendar dayswhich have lapsed since the later of the Grant Date or most recent anniversarythereof and the denominator of which shall be the number of calendar days from thelater of the Grant Date or the most recent anniversary thereof until the thirdanniversary of the Grant Date; and(E) if the Employee’s employment with the Company terminates as a result of anInvoluntary Termination occurring in connection with, but in no event earlier thansixty (60) days prior to, a Change in Control, then the Forfeiture Restrictionsshall lapse with respect to 100% of the Restricted Shares awarded to the Employeehereunder as of the date of such Change in Control; and(F) if the Employee is employed by the Company (or a successor thereto) on thedate of a Change in Control, then the ForfeitureRestrictions shall lapse with respect to 100% of the Restricted Shares awarded tothe Employee hereunder as of the date of such Change in Control.
 
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Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with thepreceding provisions of this Section 2(b) shall be forfeited to the Company for no consideration asof the date of the termination of the Employee’s employment with the Company.(c) **Shareholder Rights & Certificates**. The Employee shall have all of the rights of ashareholder of the Company with respect to the Restricted Shares, including, without limitation,voting rights and the right to receive dividends (provided, however, that dividends paid in sharesof the Company’s stock shall be subject to the Forfeiture Restrictions), but the Employee may notTransfer the Restricted Shares until the Forfeiture Restrictions have expired, and a breach of theterms of this Agreement or the Plan shall cause a forfeiture of the Restricted Shares. Anycertificate issued by the Company evidencing the Restricted Shares shall bear appropriate legendsin accordance with Section 4 below and shall be delivered upon issuance to the Secretary of theCompany or to such other depository as may be designated by the Committee as a depository forsafekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictionslapse pursuant to the terms of the Plan and this award. In the event a certificate evidencing theEmployee’s Restricted Shares is issued by the Company prior to the lapse of the ForfeitureRestrictions, the Employee shall promptly deliver to the Company a stock power, endorsed in blank,relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions withoutforfeiture, the Company shall, promptly following receipt of a written request from the Employee,cause a certificate or certificates evidencing the shares of Common Stock awarded to the Employeehereunder (and with respect to which the Forfeiture Restrictions have lapsed) to be issued withoutlegend (except for any legend required pursuant to applicable securities laws or any otheragreement to which the Employee is a party) in the name of the Employee in exchange for thecertificate, if any, evidencing the Restricted Shares.(d) **Corporate Acts**. The existence of the Restricted Shares shall not affect in any way theright or power of the Board of Directors of the Company or the shareholders of the Company to makeor authorize any adjustment, recapitalization, reorganization or other change in the Company’scapital structure or its business, any merger or consolidation of the Company, any issue of debt orequity securities, the dissolution or liquidation of the Company or any sale, lease, exchange orother disposition of all or any part of its assets or business or any other corporate act orproceeding. The prohibitions of Section 2(a) hereof shall not apply to the Transfer of RestrictedShares pursuant to a plan of reorganization of the Company, but the stock, securities or otherproperty received in exchange therefore shall also become subject to the Forfeiture Restrictionsand provisions governing the lapsing of such Forfeiture Restrictions applicable to the originalRestricted Shares for all purposes of this Agreement and the certificates, if any, representingsuch stock, securities or other property shall be legended to show such restrictions**.**
 
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3. **Withholding of Tax**. To the extent that the receipt of the Restricted Shares or the lapse ofany Forfeiture Restrictions results in compensation income to the Employee for federal or stateincome tax purposes, the Employee shall deliver to the Company at the time of such receipt orlapse, as the case may be, such amount of money as the Company may require to meet its obligationunder applicable tax laws or regulations, and if the Employee fails to do so, the Company isauthorized to withhold from any cash or stock remuneration (including withholding any RestrictedShares distributable to the Employee under this Agreement) then or thereafter payable to theEmployee any tax required to be withheld by reason of such resulting compensation income.4. **Status of Stock****.**The Employee agrees that the Restricted Shares issued under this Agreementwill not be sold or otherwise disposed of in any manner which would constitute a violation of anyapplicable federal or state securities laws. The Employee also agrees that (a) in the event acertificate representing the Restricted Shares is issued, such certificate may bear such legend orlegends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and toassure compliance with applicable securities laws, (b) the Company may refuse to register theTransfer of the Restricted Shares on the stock transfer records of the Company if such proposedTransfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counselsatisfactory to the Company, of any applicable securities law, and (c) the Company may give relatedinstructions to its transfer agent, if any, to stop registration of the Transfer of the RestrictedShares.5. **Employment Relationship**. For purposes of this Agreement, the Employee shall be consideredto be in the employment of the Company as long as the Employee remains an employee of either theCompany or an Affiliate (as such term is defined in the Plan). Nothing in the adoption of the Planor the award of the Restricted Shares thereunder pursuant to this Agreement shall confer upon theEmployee the right to continued employment by the Company or affect in any way the right of theCompany to terminate such employment at any time. Unless otherwise provided in a written employmentagreement or by applicable law, the Employee’s employment by the Company shall be on an at-willbasis, and the employment relationship may be terminated at any time by either the Employee or theCompany for any reason whatsoever, with or without cause. Any question as to whether and when therehas been a termination of such employment, and the cause of such termination, shall be determinedby the Committee, and its determination shall be final.6. **Notices**. Any notices or other communications provided for in this Agreement shall besufficient if in writing. In the case of the Employee, such notices or communications shall beeffectively delivered when hand delivered to the Employee at his or her principal place ofemployment or when sent by registered or certified mail to the Employee at the last address theEmployee has filed with the Company. In the case of the Company, such notices or communicationsshall be effectively delivered when sent by registered or certified mail to the Company at itsprincipal executive offices.
 
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7. **Entire Agreement; Amendment**. This Agreement replaces and merges all previous agreementsand discussions relating to the same or similar subject matters between the Employee and theCompany and constitutes the entire agreement between the Employee and theCompany with respect to the subject matter of this Agreement. This Agreement may not be modifiedin any respect by any verbal statement, representation or agreement made by any employee, officer,or representative of the Company or by any written agreement unless signed by an officer of theCompany who is expressly authorized by the Company to execute such document.8. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit of anysuccessors to the Company and all persons lawfully claiming under the Employee.9. **Miscellaneous**. In the event of any conflict or inconsistency between the terms of thisAgreement and the terms of the Plan, the terms of the Plan shall be controlling. In the event ofany conflict or inconsistency between the terms of this Agreement and the terms of the Dynegy Inc.Severance Pay Plan, including any amendments or supplements thereto, the terms of this Agreementshall be controlling.**[Remainder of page intentionally left blank]**
 
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**IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and the Employee has agreed to and accepted the terms of thisAgreement*, all as of the date first above written.      **DYNEGY INC.**