**Exhibit 10.12****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.2000 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”),a designated number of restricted shares (the “Restricted Shares”) of Dynegy’s Class A commonstock, $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 issuedand agrees 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) “Base Salary” shall mean the regular base salary of Employee butexcluding all bonuses, expense reimbursements, benefits paid under any planmaintained by the Company and all equity awards of any type.
 
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(ii) “Cause” shall mean, and hence arise where, as determined by theCommittee in its sole discretion, the Employee (A) has been convicted of amisdemeanor involving moral turpitude or a felony; (B) has failed tosubstantially perform the duties of such Employee to the Company (other thansuch failure resulting from the Employee’s incapacity due to physical ormental condition) which results in a materially adverse effect upon theCompany, financial or otherwise; (C) has refused without proper legal reasonto perform the Employee’s duties and responsibilities to the Company; or (D)has breached any material corporate policy maintained and established by theCompany that is applicable to the Employee, provided such breach results ina materially adverse effect upon the Company, financial or otherwise.(iii) “Change in Control” shall mean the occurrence of any of thefollowing events: (A) a merger of Dynegy with another entity, aconsolidation involving Dynegy, or the sale of all or substantially all ofthe assets or equity interests of Dynegy to another entity if, in any suchcase, (I) the holders of equity securities of Dynegy immediately prior tosuch event do not beneficially own immediately after such event equitysecurities of the resulting entity entitled to fifty-one percent (51%) ormore of the votes then eligible to be cast in the election of directors (orcomparable governing body) of the resulting entity in substantially the sameproportions that they owned the equity securities of Dynegy immediatelyprior to such event or (II) the persons who were members of the Boardimmediately prior to such event do not constitute at least a majority of theboard of directors of the resulting entity immediately after such event; (B)the dissolution or liquidation of Dynegy, but excluding a reorganizationpursuant to chapter 11 of Title 11, U.S. Code, as amended; (C) acircumstance where any person or entity, including a “group” as contemplatedby Section 13(d)(3) of the Exchange Act, acquires or gains ownership orcontrol (including, without limitation, power to vote) of fifty percent(50%) or more of the combined voting power of the outstanding securities of,(I) if Dynegy has not engaged in a merger or consolidation, Dynegy, or (II)if Dynegy has engaged in a merger or consolidation, the resulting entity;(D) circumstances where, as a result of or in connection with, a contestedelection of directors, the persons who were members of the Board immediatelybefore such election shall cease to constitute a majority of the Board; or(E) the Board (or the Committee) adopts a resolution declaring that a Changein Control has occurred. For purposes of the “Change in Control”definition, (1) “resulting entity” in the context of an event that is amerger, consolidation or sale of all or substantially all of the subjectassets or equity interests shall mean the surviving entity (or acquiringentity in the case of an asset or equity interest sale), unless thesurviving entity (or acquiring entity in the case of an asset sale) is asubsidiary of another entity and the holders of common stock of Dynegyreceive capital stock of such other entity in such transaction orevent, in which event the resulting entity shall be such other entity, and(2) subsequent to the consummation of a merger or consolidation that doesnot constitute a Change in Control, the term “Dynegy” shall refer to theresulting entity and the term “Board” shall refer to the board of directors(or comparable governing body) of the resulting entity.
 
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(iv) “Change in Control Termination” shall mean Employee’s employmentis terminated by the Company (or a successor thereto) without Cause, or byEmployee following: (A) a significant diminution in Employee’sresponsibilities, authority or duties; (B) a material reduction inEmployee’s Base Salary; or (C) relocation of Employee’s principal place ofemployment by 50 miles or more, all as determined by the Committee in itssole discretion.(v) “Committee” shall mean the committee that administers the Plan.(vi) “Involuntary Termination” shall have the same meaning as specifiedin the Dynegy Inc. Executive Severance Pay Plan (as amended and restatedeffective January 1, 2008).(b) **Lapse of Forfeiture Restrictions**. The Forfeiture Restrictions shall lapseas to 100% of the Restricted Shares on the third anniversary of the Grant Date, providedthat the Employee has been continuously employed by the Company from the date of thisAgreement through such lapse date. Notwithstanding the foregoing:(i) if the Employee is determined to be disabled (as defined in theCompany’s long term disability program or plan in which the Employee is aparticipant or, if the Employee does not participate in any such plan, asdefined in the Dynegy Inc. Long Term Disability Plan, as amended, or thesuccessor plan thereto) or in the event of the death of the Employee, thenthe Forfeiture Restrictions shall lapse with respect to 100% of theRestricted Shares awarded to the Employee hereunder as of the date of suchdetermination or death, as applicable; and(ii) if the Employee’s employment with the Company terminates by reasonof resignation by the Employee (except as otherwise provided in Section2(b)(iv) or (v) below) or dismissal by the Company for Cause, then theEmployee shall immediately, for no consideration, forfeit to the Company allRestricted Shares to the extent then subject to the Forfeiture Restrictions;and(iii) if the Employee’s employment with the Company terminates byreason of retirement by the Employee following (A) the date on which suchEmployee has reached sixty (60) years of age and (B) atleast ten (10) years of service as an employee of the Company, then theForfeiture Restrictions shall lapse as to 100% of the Restricted Sharesawarded to the Employee hereunder as of the date of such termination; and
 
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(iv) if the Employee’s employment with the Company terminates by reasonof Involuntary Termination, then the Forfeiture Restrictions shall lapsewith respect to 100% of the Restricted Shares awarded to the Employeehereunder as of the date of such termination; and(v) if the Employee’s employment with the Company terminates as aresult of a Change in Control Termination occurring in connection with, butin no event earlier than sixty (60) days prior to, a Change in Control, thenthe Forfeiture Restrictions shall lapse with respect to 100% of theRestricted Shares awarded to the Employee hereunder as of the date of suchChange in Control; and(vi) if the Employee is employed by the Company (or a successorthereto) on the date of a Change in Control, then the ForfeitureRestrictions shall lapse with respect to 100% of the Restricted Sharesawarded to the Employee hereunder as of the date of such Change in Control.Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance withthe preceding provisions of this Section 2(b) shall be forfeited to the Company for noconsideration as of the date of the termination of the Employee’s employment with theCompany.(c) **Shareholder Rights & Certificates**. The Employee shall have all of therights of a shareholder 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 shares of the Company’s stock shall be subject to the ForfeitureRestrictions), but the Employee may not Transfer the Restricted Shares until the ForfeitureRestrictions have expired, and a breach of the terms of this Agreement or the Plan shallcause a forfeiture of the Restricted Shares. Any certificate issued by the Companyevidencing the Restricted Shares shall bear appropriate legends in accordance with Section 4below and shall be delivered upon issuance to the Secretary of the Company or to such otherdepository as may be designated by the Committee as a depository for safekeeping until theforfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant tothe terms of the Plan and this award. In the event a certificate evidencing the Employee’sRestricted 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 inblank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictionswithout forfeiture, the Company shall, promptly following receipt of a written request fromthe Employee, cause a certificate or certificates evidencing the shares of Common Stockawarded to the Employee hereunder (and with respect to which the Forfeiture Restrictionshave lapsed) to be issued withoutlegend (except for any legend required pursuant to applicable securities laws or anyother agreement to which the Employee is a party) in the name of the Employee in exchangefor the certificate, if any, evidencing the Restricted Shares.
 
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(d) **Corporate Acts**. The existence of the Restricted Shares shall not affect inany way the right or power of the Board of Directors of the Company or the shareholders ofthe Company to make or authorize any adjustment, recapitalization, reorganization or otherchange in the Company’s capital structure or its business, any merger or consolidation ofthe Company, any issue of debt or equity securities, the dissolution or liquidation of theCompany or any sale, lease, exchange or other disposition of all or any part of its assetsor business or any other corporate act or proceeding. The prohibitions of Section 2(a)hereof shall not apply to the Transfer of Restricted Shares pursuant to a plan ofreorganization of the Company, but the stock, securities or other property received inexchange therefore shall also become subject to the Forfeiture Restrictions and provisionsgoverning the lapsing of such Forfeiture Restrictions applicable to the original RestrictedShares for all purposes of this Agreement and the certificates, if any, representing suchstock, securities or other property shall be legended to show such restrictions**.**3. **Withholding of Tax**. To the extent that the receipt of the Restricted Shares or thelapse of any Forfeiture Restrictions results in compensation income to the Employee for federal orstate income 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 thisAgreement will not be sold or otherwise disposed of in any manner which would constitute aviolation of any applicable federal or state securities laws. The Employee also agrees that (a) inthe event a certificate representing the Restricted Shares is issued, such certificate may bearsuch legend or legends as the Committee deems appropriate in order to reflect the ForfeitureRestrictions and to assure compliance with applicable securities laws, (b) the Company may refuseto register the Transfer of the Restricted Shares on the stock transfer records of the Company ifsuch proposed Transfer would constitute a violation of the Forfeiture Restrictions or, in theopinion of counsel satisfactory to the Company, of any applicable securities law, and (c) theCompany may give related instructions to its transfer agent, if any, to stop registration of theTransfer of the Restricted Shares.5. **Employment Relationship**. For purposes of this Agreement, the Employee shall beconsidered to be in the employment of the Company as long as the Employee remains an employee ofeither the Company or an Affiliate (as such term is defined in the Plan). Nothing in the adoptionof the Plan or the award of the Restricted Shares thereunder pursuant to this Agreement shallconfer upon the Employee the right to continued employment by the Company or affect in any way theright of the Company to terminate such employment at any time. Unlessotherwise provided in a written employment agreement or by applicable law, the Employee’semployment by the Company shall be on an at-will basis, and the employment relationship may beterminated at any time by either the Employee or the Company for any reason whatsoever, with orwithout cause. Any question as to whether and when there has been a termination of suchemployment, and the cause of such termination, shall be determined by the Committee, and itsdetermination shall be final.
 
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6. **Notices**. Any notices or other communications provided for in this Agreement shallbe sufficient 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.7. **Entire Agreement; Amendment**. This Agreement replaces and merges all previousagreements and discussions relating to the same or similar subject matters between the Employee andthe Company and constitutes the entire agreement between the Employee and the Company with respectto the subject matter of this Agreement. This Agreement may not be modified in any respect by anyverbal statement, representation or agreement made by any employee, officer, or representative ofthe Company or by any written agreement unless signed by an officer of the Company who is expresslyauthorized by the Company to execute such document.8. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit ofany successors to the Company and all persons lawfully claiming under the Employee.9. **Miscellaneous**. In the event of any conflict or inconsistency between the terms ofthis Agreement and the terms of the Plan, the terms of the Plan shall be controlling. In the eventof any conflict or inconsistency between the terms of this Agreement and the terms of the DynegyInc. Executive Severance Pay Plan, including any amendments or supplements thereto, the terms ofthis Agreement shall 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.**           By: /s/ J. Kevin Blodgett             Name: J. Kevin Blodgett      Title: General Counsel & EVP, Administration     * Employee has agreed to and accepted the terms of this Agreement utilizing online grant acceptancecapabilities with E*Trade Financial, the Company’s restricted stock administrator.
 
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