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Exhibit 10.9 PERFORMANCE AWARD AGREEMENT  THIS PERFORMANCE 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 Bruce A.
Williamson (Employee). A copy of the Dynegy Inc. 2000 Long Term Incentive Plan (the Plan) is annexed to this
Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise
requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to
them in the Plan when used herein. 1. The Grant. The Compensation and Human Resources Committee of the Board of Directors (the Committee)
granted to Employee on March 6, 2008 (Effective Date), a Performance Award of 16,000performance units, each of which
has a designated value of $100 and represents the right to receive an amount payable in the form of cash or shares of
Dynegys Class A Common Stock (a Share or Shares), as determined in the discretion of the Committee. Employee
acknowledges receipt of a copy of the Plan, and agrees that this Performance Award shall be subject to all of the terms
and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all of
the terms and conditions of this Agreement. If it is subsequently determined by the Committee, in its sole discretion,
that the terms and conditions of this Agreement and/or the Plan are not compliant with Code Section 409A, or any
Treasury regulations or Internal Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may be
amended accordingly. 2. Performance Period and Performance Goals. Subject to the provisions of Section 5 of this Agreement,
the performance period for purposes of determining whether the Performance Award will be paid shall be March 6, 2008
through March 6, 2011 (the Performance Period). The performance goals for purposes of determining whether, and the
extent to which, the Performance Award will be paid are set forth in Exhibit 1 to this Agreement, which Exhibit
is made a part of this Agreement. Notwithstanding the foregoing, the Committee shall have discretion to adjust the
performance goals to reflect actions undertaken in the best interest of the Company and its shareholders, including,
but not limited to, strategic transactions affecting the performance goals as well as recapitalizations,
reorganizations, mergers, consolidations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in
capitalization or structure of the Company. 3. Payment. Subject to the provisions of Sections 4 and 5 of this Agreement, after the Performance
Period, the Performance Award shall be paid as soon as practicable after the Committee determines whether and to what
extent the performance goals have been achieved for the Performance Period in accordance with the terms set forth in
Exhibit 1 to this Agreement; provided, however, that any such payment shall be made no later than December 31,
2011. 4. Termination. The Performance Award and the Employees right to receive any cash or Shares hereunder
will automatically and without notice terminate and become null and void upon Employees termination of employment with
the Company prior to the Performance Award payment date, except that: 1 1




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(a)
    
    if Employees termination of employment is by reason of:  (1)
    
    death,  (2)
    
    retirement by Employee following (A) the date on
which such Employee has reached sixty (60) years of age and (B) at least ten
(10) years of service as an employee of the Company, or  (3)
    
    Involuntary Termination (as defined in the Dynegy
Inc. Executive Severance Pay Plan, as amended and restated effective January
1, 2008), or  (4)
    
    a Change in Control Termination occurring in
connection with, but in no event earlier than sixty (60) days prior to, a
Change in Control, or  (b)
    
    if Employee is determined to be disabled (as defined in the Companys long
term disability program or the plan in which Employee is a participant or, if 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), Employee shall be treated as if he had been continuously employed by the Company through the Performance Award payment
date. In such case, Employee or Employees legal representative, or the person, if any, who acquired the Performance
Award by bequest or inheritance or by reason of the death of Employee, shall be entitled to receive any payment with
respect to the Performance Award in accordance with this Agreement; provided, however, that if Employees termination
of employment is for the reason described in Sections 4(a)(3) or (4), any such payment shall be prorated by multiplying
the payment by a fraction, the numerator of which shall be the number of calendar days that elapsed between the date of
Employees termination and the Effective Date and the denominator of which shall be 1,080 but in no case shall such
fraction be greater than one (1). For purposes of this Agreement, the term Cause shall mean, and hence arise as a result of, as determined by the
Committee in its sole discretion, Employees (i) refusal to implement or adhere to lawful policies or lawful directives
of the Board of Directors; (ii) engaging in conduct which is materially injurious (monetarily or otherwise) to the
Company (including, without limitation, misuse of the Companys funds or other property); (iii) misconduct or
dishonesty directly related to the performance of Employees duties for the Company or gross negligence in the
performance of Employees duties for the Company; (iv) conviction (or entering into a plea bargain admitting criminal
guilt) in any criminal proceeding involving a felony or a crime of moral turpitude; (v) drug or alcohol abuse; or (vi)
continued failure to perform Employees duties which is not cured within 10 days after written notice is provided to
Employee by the Company. In addition, the term Change in Control Termination shall mean Employees employment is
terminated by the Company (or a successor thereto) without Cause, or by Employee following: (A) a significant
diminution in Employees responsibilities, authority or duties; (B) a material reduction in Employees base salary; or
(C) relocation of Employees position outside the Houston, Texas metropolitan area, all as determined by the Committee
in its sole discretion. 2 2




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5. Change In Control. In the event a Change in Control (as defined below) occurs during the Performance
Period, provided the ending Share price, as determined in accordance with this Section 5, would entitle Employee to
receive a Performance Award based upon the performance goals set forth in Exhibit 1 to this Agreement, Employee
shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable
(a) the agreed price per Share received by the shareholders of Dynegy as a result of the Change in Control transaction,
or if there is no agreed price per Share, then (b) the average closing Share price for the twenty (20) consecutive
trading days immediately preceding the effective date of the Change in Control, as the ending Share price for the
Performance Period. Such payment, if any, shall be made regardless of whether Employees employment with the Company
is terminated (other than For Cause) on or after the effective date of such Change in Control, and shall be made in the
form of cash to Employee as soon as administratively feasible but no later than the later of December 31 of the
calendar year in which the Change in Control occurs or the 15th day of the third month following the
effective date of the Change in Control. The Performance Period shall end as of the effective date of a Change in
Control, and any Performance Award payments hereunder shall only be made in accordance with this Section 5. For purposes of this Agreement, Change in Control shall mean the occurrence of any of the following events: (1)
a merger of Dynegy with another entity, a consolidation involving Dynegy, or the sale of all or substantially all of
the assets or equity interests of Dynegy to another entity if, in any such case, (A) the holders of equity securities
of Dynegy immediately prior to such event do not beneficially own immediately after such event equity securities of the
resulting entity entitled to fifty-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 that they owned
the equity securities of Dynegy immediately prior to such event or (B) the persons who were members of the Board
immediately prior to such event do not constitute at least a majority of the board of directors of the resulting entity
immediately after such event; (2) the dissolution or liquidation of Dynegy, but excluding a reorganization pursuant to
chapter 11 of Title 11, U.S. Code, as amended; (3) a circumstance where any person or entity, including a group as
contemplated 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 combined voting power of the outstanding securities
of, (A) if Dynegy has not engaged in a merger or consolidation, Dynegy, or (B) if Dynegy has engaged in a merger or
consolidation, the resulting entity; (4) circumstances where, as a result of or in connection with, a contested
election of directors, the persons who were members of the Board immediately before such election shall cease to
constitute a majority of the Board; or (5) the Board (or the Committee) adopts a resolution declaring that a Change in
Control has occurred. For purposes of the Change in Control definition, (A) resulting entity in the context of an
event that is a merger, consolidation or sale of all or substantially all of the subject assets or equity interests
shall mean the surviving entity (or acquiring entity in the case of an asset or equity interest sale), unless the
surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders
of common stock of Dynegy receive capital stock of such other entity in such transaction or event, in which event the
resulting entity shall be such other entity, and (B) subsequent to the consummation of a merger or consolidation that
does not constitute a Change in Control, 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 the resulting entity. 3 3




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6. Status of Stock. Employee agrees that any Shares distributed pursuant to this Agreement will not be
sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state
securities laws. Employee also agrees that (a) the certificates representing the Shares may bear such legend or
legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable
securities laws and (b) the Company may refuse to register the transfer of the Shares on the stock transfer records of
the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer, if
such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law. 7. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the
employment of the Company as long as Employee remains an employee of the Company or an Affiliate (as such term is
defined in the Plan). Nothing in the adoption of the Plan or the grant of the Performance Award thereunder pursuant to
this Agreement, shall confer upon Employee the right to continued employment by the Company or affect in any way the
right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment
agreement or by applicable law, Employees employment by the Company shall be on an at-will basis, and the employment
relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without
cause. Any question as to whether and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee in its sole discretion, and its determination shall be final and
binding on all parties. 8. Withholding of Tax. To the extent that payment of the Performance Award results in compensation income
to Employee for federal or state income tax purposes, the Company is authorized to withhold from any cash or Shares
distributable to the Employee under this Agreement) then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income. 9.Miscellaneous. (a) This grant is subject to all the terms, conditions, limitations and restrictions contained in the
Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the
terms of the Plan shall be controlling. In the event of any conflict or inconsistency between the terms
hereof and the terms of the Dynegy Inc. Executive Severance Pay Plan, including any amendments or supplements
thereto, the terms hereof shall be controlling. (b) Any notices or other communications provided for in this Agreement shall be sufficient if in writing.
In the case of Employee, such notices or communications shall be effectively delivered when hand delivered to
Employee at his or her principal place of employment or when sent by registered or certified mail to Employee
at the last address Employee has filed with the Company. In the case of the Company, such notices or
communications shall be effectively delivered when sent by registered or certified mail to the Company at its
principal executive offices. 4 4




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(c) Employee shall be presumed to have agreed to and accepted the terms of this Agreement unless he
submits a written objection to the Committee or the undersigned officer within 30 days after the Effective
Date. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly
authorized as of the date first above written. DYNEGY INC.
-s- J. Kevin Blodgett By: 
Name: J. Kevin Blodgett
Title: General Counsel & EVP, Administration 5 5




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Exhibit 1 Performance Goals for Performance Period
(March 6, 2008  March 6, 2011) Threshold
    
    
    Target
    
    
    MaximumPerformance Goals
    
    Dynegy Inc. Achieved Share Price*
    
    $
    10.00
    
    
    $
    12.00
    
    
    $
    14.00Payment Levels**
    
    % of each $100 Performance Unit
    
    
    0
    %
    
    
    100
    %
    
    
    200
    %
 *Achieved Share Price shall be the ending Share price equal to the average closing Share price for the month of
February 2011 or, if applicable, the ending Share price determined in accordance with Section 5 of the Agreement in the
event of a Change in Control. **Payment levels will be based upon the actual Achieved Share Price and will be interpolated between Achieved Share
Price goals.  6