**Exhibit 10.10****PERFORMANCE AWARD AGREEMENT****THIS PERFORMANCE AWARD AGREEMENT**(this “Agreement”) is made as of the 6th day ofMarch, 2008, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates(collectively, the “Company”), and Jason Hochberg (“Employee”). A copy of the Dynegy Inc. 2000Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part ofthis Agreement as if fully set forth herein. Unless the context otherwise requires, all terms thatare not defined herein but which are defined in the Plan shall have the same meaning given to themin the Plan when used herein.1. **The Grant**. The Compensation and Human Resources Committee of the Board ofDirectors (the “Committee”) granted to Employee on March 6, 2008 (“Effective Date”), a PerformanceAward of **3,500**performance units, each of which has a designated value of $100 and represents theright 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 acknowledgesreceipt of a copy of the Plan, and agrees that this Performance Award shall be subject to all ofthe terms and provisions of the Plan, including future amendments thereto, if any, pursuant to theterms thereof, and to all of the terms and conditions of this Agreement. If it is subsequentlydetermined by the Committee, in its sole discretion, that the terms and conditions of thisAgreement and/or the Plan are not compliant with Code Section 409A, or any Treasury regulations orInternal Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may beamended accordingly.2. **Performance Period and Performance Goals**. Subject to the provisions of Section 5of this Agreement, the performance period for purposes of determining whether the Performance Awardwill be paid shall be March 6, 2008 through March 6, 2011 (the “Performance Period”). Theperformance goals for purposes of determining whether, and the extent to which, the PerformanceAward will be paid are set forth in **Exhibit 1** to this Agreement, which Exhibit is made apart of this Agreement. Notwithstanding the foregoing, the Committee shall have discretion toadjust the performance goals to reflect actions undertaken in the best interest of the Company andits shareholders, including, but not limited to, strategic transactions affecting the performancegoals as well as recapitalizations, reorganizations, mergers, consolidations, split-ups,split-offs, spin-offs, exchanges or other relevant changes in capitalization or structure of theCompany.3. **Payment**. Subject to the provisions of Sections 4 and 5 of this Agreement, afterthe Performance Period, the Performance Award shall be paid as soon as practicable after theCommittee determines whether and to what extent the performance goals have been achieved for thePerformance 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 orShares hereunder will automatically and without notice terminate and become null and void uponEmployee’s termination of employment with the Company prior to the Performance Award payment date,except that:
 
1

 
 (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 ofage and (B) at least ten (10) years of service as an employeeof the Company, or  (3) Involuntary Termination (as defined inthe Dynegy Inc. Executive Severance Pay Plan, as amended andrestated effective January 1, 2008) or a mutually satisfactoryresignation as determined by the Committee in its solediscretion, or  (4) a Change in Control Terminationoccurring in connection with, but in no event earlier thansixty (60) days prior to, a Change in Control, or (b) if Employee is determined to be disabled (as defined in theCompany’s long term disability program or the plan in which Employee is aparticipant or, if Employee does not participate in any such plan, as definedin the Dynegy Inc. Long Term Disability Plan, as amended, or the successor planthereto),Employee shall be treated as if he had been continuously employed by the Company through thePerformance Award payment date. In such case, Employee or Employee’s legal representative, or theperson, if any, who acquired the Performance Award by bequest or inheritance or by reason of thedeath of Employee, shall be entitled to receive any payment with respect to the Performance Awardin accordance with this Agreement; provided, however, that if Employee’s termination of employmentis for the reason described in Sections 4(a)(3) or (4), any such payment shall be prorated bymultiplying the payment by a fraction, the numerator of which shall be the number of calendar daysthat elapsed between the date of Employee’s termination and the Effective Date and the denominatorof 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 where, asdetermined by the Committee in its sole discretion, Employee (i) has been convicted of amisdemeanor involving moral turpitude or a felony; (ii) has failed to substantially perform theduties of such Employee to the Company (other than such failure resulting from Employee’sincapacity due to physical or mental condition) which results in a materially adverse effect uponthe Company, financial or otherwise; (iii) has refused without proper legal reason to performEmployee’s duties and responsibilities to the Company; or (iv) has breached any material corporatepolicy maintained and established by the Company that is applicable to Employee, provided suchbreach results in a materially adverse effect upon the Company, financial or otherwise. Inaddition, the term “Change in Control Termination” shall mean Employee’s employment is terminated by the Company (or a successor thereto) without Cause, or by Employeefollowing: (A) a significant diminution in Employee’s responsibilities, authority or duties; (B) amaterial reduction in Employee’s base salary; or (C) relocation of Employee’s position outside theHouston, Texas metropolitan area, all as determined by the Committee in its sole discretion.
 
2

 
5. **Change In Control**. In the event a “Change in Control” (as defined below) occursduring the Performance Period, provided the ending Share price, as determined in accordance withthis Section 5, would entitle Employee to receive a Performance Award based upon the performancegoals set forth in **Exhibit 1** to this Agreement, Employee shall receive a payment withrespect to the Performance Award, which shall be determined by using either, as applicable (a) theagreed price per Share received by the shareholders of Dynegy as a result of the Change in Controltransaction, or if there is no agreed price per Share, then (b) the average closing Share price forthe twenty (20) consecutive trading days immediately preceding the effective date of the Change inControl, as the ending Share price for the Performance Period. Such payment, if any, shall be maderegardless 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 toEmployee as soon as administratively feasible but no later than the later of December 31 of thecalendar year in which the Change in Control occurs or the 15th day of the third monthfollowing the effective date of the Change in Control. The Performance Period shall end as of theeffective date of a Change in Control, and any Performance Award payments hereunder shall only bemade in accordance with this Section 5.For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of thefollowing events: (1) a merger of Dynegy with another entity, a consolidation involving Dynegy, orthe sale of all or substantially all of the assets or equity interests of Dynegy to another entityif, in any such case, (A) the holders of equity securities of Dynegy immediately prior to suchevent do not beneficially own immediately after such event equity securities of the resultingentity entitled to fifty-one percent (51%) or more of the votes then eligible to be cast in theelection of directors (or comparable governing body) of the resulting entity in substantially thesame 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 atleast 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 11of 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 orcontrol (including, without limitation, power to vote) of fifty percent (50%) or more of thecombined voting power of the outstanding securities of, (A) if Dynegy has not engaged in a mergeror consolidation, Dynegy, or (B) if Dynegy has engaged in a merger or consolidation, the resultingentity; (4) 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 (5) the Board (or the Committee) adopts a resolutiondeclaring 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 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 surviving entity (or acquiring entity in the case of an asset sale) is a subsidiaryof another entity and the holders of common stock of Dynegy receive capital stock of such otherentity in such transaction or event, in which event the resulting entity shall be such otherentity, and (B) subsequent to the consummation of a merger or consolidation that does notconstitute 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 resultingentity.
 
3

 
6. **Status of Stock**. Employee agrees that any Shares distributed pursuant to thisAgreement will not be sold or otherwise disposed of in any manner which would constitute aviolation of any applicable federal or state securities laws. Employee also agrees that (a) thecertificates representing the Shares may bear such legend or legends as the Committee in its solediscretion 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 theCompany, and may give related instructions to its transfer agent, if any, to stop registration ofsuch transfer, if such proposed transfer would in the opinion of counsel satisfactory to theCompany constitute a violation of any applicable securities law.7. **Employment Relationship**. For purposes of this Agreement, Employee shall beconsidered to be in the employment of the Company as long as Employee remains an employee of theCompany or an Affiliate (as such term is defined in the Plan). Nothing in the adoption of the Planor the grant of the Performance Award thereunder pursuant to this Agreement shall confer uponEmployee 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 writtenemployment agreement or by applicable law, Employee’s employment by the Company shall be on anat-will basis, and the employment relationship may be terminated at any time by either Employee orthe Company for any reason whatsoever, with or without cause. Any question as to whether and whenthere has been a termination of such employment, and the cause of such termination, shall bedetermined by the Committee in its sole discretion, and its determination shall be final andbinding on all parties.8. **Withholding of Tax**. To the extent that payment of the Performance Award results incompensation income to Employee for federal or state income tax purposes, the Company is authorizedto withhold from any cash or Shares distributable to the Employee under this Agreement) then orthereafter payable to Employee any tax required to be withheld by reason of such resultingcompensation income.**9.****Miscellaneous**.(a) This grant is subject to all the terms, conditions, limitations and restrictionscontained in the Plan. In the event of any conflict or inconsistency between the termshereof and the terms of the Plan, the terms of the Plan shall be controlling. In the eventof 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, or the DynegyInc. Severance Pay Plan, including any amendments or supplements thereto, the terms hereofshall be controlling.
 
4

 
(b) Any notices or other communications provided for in this Agreement shall besufficient if in writing. In the case of Employee, such notices or communications shall beeffectively delivered when hand delivered to Employee at his or her principal place ofemployment or when sent by registered or certified mail to Employee at the last addressEmployee has filed with the Company. In the case of the Company, such notices orcommunications shall be effectively delivered when sent by registered or certified mail tothe Company at its principal executive offices.(c) Employee shall be presumed to have agreed to and accepted the terms of thisAgreement unless he submits a written objection to the Committee or the undersigned officerwithin 30 days after the Effective Date.**IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized as of the date first above written.         **DYNEGY INC.**           By: