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DYNEGY INC.
SEVERANCE PAY PLAN
 (As Amended and Restated Effective January 1, 2008)




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I. INTRODUCTION
     II. HIGHLIGHTS
 
    
    Only Eligible Employees who satisfy all the requirements of the Plan will receive severance payments.
 
    
    Severance payments will be made to Eligible Employees based on their Credited Length of Service.
 
    
    Benefits from certain of the Companys benefits plans may continue if you ask the
Company to withhold the cost of such benefits from your severance pay.
 
    
    Severance pay benefits under the Plan are provided solely by the Company at no
cost to you other than the cost of any other benefit plans under which you elect
continued coverage. SeeSubsection IV(D) of this Plan.
 
    
    As a condition to receipt of severance pay benefits under this Plan, you must
execute an Agreement and Release(hereinafter called the Release) in the form provided
by the Company acknowledging your agreement to the terms and
conditions of this Plan, receipt of the severance payment and releasing the Company
from any liability arising from your employment or termination. You will also agree,
by signing the Release, not to claim employment or seek employment rights from the
Company.




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III. ELIGIBILITY
 A. Eligibility for Participation
  
    
    Reduction in force;
 
    
    Position elimination; or
 
    
    Office closing.
 and
 B. Ineligibility for Participation
 1. Resignation or Discharge
  
    
    terminated by an Employing Company for any reason not listed in
Subsection A, above. The Plan Administrator, in its sole discretion, may determine
whether a
termination makes an Employee ineligible for benefits provided by this Plan;
 
    
    voluntarily resign for any reason, except participation in a Company Voluntary Separation Program;
 
    
    involuntarily resign for any reason, except those reasons listed in Subsection A, above;
 
    
    Employee status is canceled due to a failure to report for work, failure to report from leave, or other similar event;
  2




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
    
    merger, acquisition, sale, transfer, outsourcing, reorganization or restructuring
of all or part of the Employing Company or any affiliate or division thereof where
either (i) you are offered another position within the Company that provides you a
base salary at least equal to or greater than your base salary on the Termination
Date;1 or (ii) you are offered any position with a Successor Company,
including an outside contractor, whether affiliated or unaffiliated with the Company
and whether or not the Successor Company adopts the Plan, and the offer provides you a
base salary at least equal to or greater than your base salary on the Termination
Date;
 
    
    death;
 
    
    have an employment contract that contains severance provisions;
 
    
    are receiving long-term disability benefits at the time you are notified that
your employment is being terminated even if your termination is caused by an event
listed in Subsection III (A). However, if your disability benefits cease within two (2)
years after your position is eliminated because you are no longer disabled and you seek
to be reinstated within such two (2) year period but cannot be rehired due to the
elimination of your position and the absence of a comparable position, the Plan
Administrator or its designee may, but need not, make you eligible for severance pay by
causing the notice, required by the provisions of the Plan, to be given to you within
such two (2) year period and any such payment will be made in accordance with the terms
and conditions hereof by March 15 of the calendar year following the year in which you
receive such notice;
 
    
    return from a leave of absence which extends beyond the policy reinstatement
period, if applicable, and no position is available.
  2 . Changed Decisions
  3. Transition Assistance
  
 1
    
    Such an offer includes any position with the Company whether or not in accepting
such position you would be required to transfer to a different work location, but only so long as
you have been offered the Companys standard relocation package in connection with such transfer.  3




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IV.
SEVERANCE PAY BENEFITS
     NOTE
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A. Amount of Severance Pay
 not
 case-by-case
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B. Integration With Plant Closing Law and/or the WARN Act
  C. Form of Payment of Severance Pay Benefits
  D. Effect of Plan on Other Company Benefits
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E. Rehired Employees
    F. Deceased Employees
  G. Termination Status
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H. Non-Disclosure
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I. Non-Disparagement
  J. Compliance with Code Section 409A
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V. PLAN ADMINISTRATION
 A. General
  B. Powers Of The Plan Administrator
  1.
    
    make and enforce such rules and regulations as it deems necessary or proper for
the efficient administration of the Plan or required to comply with applicable law;
 2.
    
    interpret the Plan, its interpretation thereof to be final and conclusive on any
Employee, former Employee, Participant, former Participant and Beneficiary;
 3.
    
    decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;
 4.
    
    compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan, and to
determine the person or persons to whom such benefits will be paid;
 5.
    
    authorize the payment of benefits;
 6.
    
    keep such records and submit such filings, elections, applications, returns or
other documents or forms as may be required under the Code and applicable regulations,
or under state or local law and regulations;
 7.
    
    appoint such agents, counsel, accountants and consultants as may be required to
assist in administering the Plan;
 8.
    
    by written instrument, allocate and delegate its fiduciary responsibilities in
accordance with Section 405 of ERISA;
 9.
    
    the right to admit any subsidiary or affiliated entity to participation in the
Plan; and
 10.
    
    the right to amend, terminate, supplement, or modify the Plan at any time whether
or not benefits that are currently payable are affected or retroactively terminated.
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VI. CLAIM REVIEW PROCEDURE
 A. Authority to Adopt Procedures
  B. Summary of Claims Procedures
     
    
    The specific reason or reasons for the Adverse Benefit Determination;
 
    
    The Plan provisions upon which the Adverse Benefit Determination is based;
 
    
    Any additional material or information necessary to perfect the claim and the reasons
why such material or information is necessary;
 
    
    The Plans claims review procedure; and
    
    A description of your right to bring a civil action under ERISA with respect to the Adverse Benefit Determination.
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
    
    The specific reason or reasons for the Adverse Benefit Determination;
 
    
    The Plan provisions upon which the Adverse Benefit Determination is based;
 
    
    A statement that you are entitled to reasonable access to, and copies of, all documents
and other information related to the claim free of charge; and
 
    
    A description of your right to bring a civil action under ERISA with respect to the
Adverse Benefit Determination.
   VII. PLAN AMENDMENT OR TERMINATION
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VIII. REORGANIZED COMPANIES AND MERGERS
  IX. ERISA RIGHTS
  Receive Information About Your Plan And Benefits:
 (1)
    
    Examine without charge, at the Plan Administrators office and at other specified locations,
such as worksites and union halls, all documents governing the Plan, including insurance
contracts and collective bargaining agreements, and a copy of the latest annual report (Form
5500 Series) filed by the Plan with the U.S. Department of Labor and available at the
Public Disclosure Room of the Employee Benefits Security Administration.
 (2)
    
    Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan, including insurance contracts and collective bargaining agreements, and
copies of the latest annual report (Form 5500 Series) and updated summary plan description.
The Plan Administrator may make a reasonable charge for the
copies.
 (3)
    
    Receive a summary of the Plans annual financial report. The Plan Administrator is required
by law to furnish each participant with a copy of this summary annual report.
 Prudent Actions By Plan Fiduciaries
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Enforce Your Rights
  Assistance With Your Questions
  X. GENERAL PROVISIONS
 A. Voluntary Plan
  B. No Rights Created Or Accrued
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C. Relation Of The Plan To Other Descriptive Matter
  D. Non-alienation Of Benefits
  E. Governing Law
  F. Plan Communications
  G. Severability
  H. Effect On Other Plans
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I. Costs and Indemnification
  J. Miscellaneous
  XI. IDENTIFYING DATA
  A.
    
    Plan SponsorDynegy Inc.1000 Louisiana Street, Suite 5800Houston, Texas 77002(713) 507-6400B.
    
    Plan AdministratorDynegy Inc. Benefit Plans Committeec/o Executive Vice President, AdministrationDynegy Inc.1000 Louisiana Street, Suite 5800Houston, Texas 77002(713) 507-6400C.
    
    Agent for Legal Service of ProcessDynegy Inc. Benefit Plans Committeec/o Executive Vice President, AdministrationDynegy Inc.1000 Louisiana Street, Suite 5800Houston, Texas 77002
  16




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XII. DEFINITIONS
  a)
    
    A Beneficiary is a person or persons entitled to receive benefits under the Plan
upon the death of a Participant.b)
    
    COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.c)
    
    The Code means the Internal Revenue Code of 1986, as amended.d)
    
    The Company is Dynegy Inc., its successors and assigns, and all Employing Companies,
including Dynegy Inc.s subsidiaries and affiliated entities currently participating in
the Plan which are listed on Attachment A.e)
    
    Contract Employees means persons whom the Company regards as Contract Employees.
Contract Employees are not eligible to participate in this Plan.f)
    
    Contractors Employees means persons working for a company providing goods or
services (including temporary employee services) to the Company whom the Company does not
regard to be its common law employees, as evidenced by the Companys failure to withhold
taxes from their compensation, even if the persons really are the Companys common law
employees. Contractors Employees are not eligible to participate in this Plan.g)
    
    Credited Length of Service means each Year of Service as an Employee with an
Employing Company, an Affiliated Company or a Predecessor Company for which you are given
credit by the Plan Administrator.h)
    
    The Effective Date for purposes of this amended and restated Plan is January 1,
2008.i)
    
    An Eligible Employee means an Employee who meets the eligibility requirements set
forth in Section III of this Plan.j)
    
    An Employee is any full-time and active Employee employed by the Company who is paid
through the payroll department of the Company or the Employing Company. Temporary or
Part-Time Employees, Foreign Employees, Independent Contractors, Contract Employees, and
Contractors Employees, Project Employees, and Leased Employees are not Employees
under the Plan. Employees covered by a collective bargaining agreement are not Employees
unless an agreement has been negotiated with the bargaining representative for coverage under
the Plan.k)
    
    The Employer or Employing Company means the Employees direct employer,
including Dynegy Inc. and such other of the subsidiaries and affiliated companies of Dynegy
as have adopted the Plan and have been admitted to participation by the Plan Administrator.1)
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended,
and the rules and regulations issued thereunder.m)
    
    Foreign Employees means any persons who are not on a U.S. payroll of the Company.
Foreign Employees are not eligible to participate in this Plan.
  17




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n)
    
    Full-time means any Employee who is regularly scheduled to work 40 or more hours
per week.o)
    
    Leased Employees means persons who are the Companys leased employees, within the
meaning of Code Section 414(n). Leased Employees are not eligible to participate in this
Plan.p)
    
    The Named Fiduciary for the Plan is the Plan Administrator.q)
    
    Participants are the Eligible Employees of the Company who elect to, and do,
participate in the Plan and who meet the eligibility requirements set forth under section III
of this Plan.r)
    
    Part-Time Employees are the employees of the Company who are regularly scheduled to
work less than 40 hours per week. Part-Time Employees are not eligible to participate in this
Plan.s)
    
    The Plan is the Dynegy Inc. Severance Pay Plan described in this document including
any Supplemental Plans during the period of time that they are
effective.t)
    
    The Plan Administrator is the person or persons appointed by the Compensation and Human Resources Committee (or their delegates) to oversee the operation of
the Plan.u)
    
    Plan Benefit means amounts payable under the Plan to a Participant under the
conditions described in Section IV.v)
    
    The Plan Sponsor is Dynegy Inc.w)
    
    The Plan Year is the 12-month period ending on December 31 of each year.x)
    
    Project Employees means persons employed to work on discrete projects or creative
matters. Project Employees are not eligible to participate in this Plan, except to the extent
the Company, by written notice, elects to extend Plan participation to the individual.y)
    
    Release means the Agreement and Release in the form provided by the Plan
Administrator acknowledging receipt of the severance payment and other benefits and releasing
the Company and other persons and entities designated by the Company from any liability
arising from his or her employment or termination.z)
    
    Separation or Termination Date means an Employees last day of active service for
the Employer, as designated by the Employer.aa)
    
    Specified Employee means a Participant who is a specified employee within the
meaning of Treasury Regulation Section 1.409A-1(i).bb)
    
    Specified Employee Effective Date means the April 30th next following a Specified
Employee Identification Date.cc)
    
    Specified Employee Identification Date means December 31st of each Plan
Year.
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dd)
    
    A Successor Company is any entity that assumes operations or
functions formerly carried out by the Company (such as the buyer of a facility, asset
or division or any entity to which a Company operation or function has been
outsourced); any affiliate of the Company; or any entity making the job offer at the
request of the Company (such as a joint venture of which the Company or an affiliate
is a member).ee)
    
    Supplemental Plans mean plans designated as supplements to this Plan
that are effective on the Effective Date or that are signed by the Vice President of
Human Resources and are first effective after the Effective Date.ff)
    
    Vice President of Human Resources means the individual who, at the
time in question, holds a title of Vice President or above and is the highest ranking
officer in the Human Resources Department of Dynegy Inc., or his/her designee.gg)
    
    Voluntary Separation Program means a program designated as a
Voluntary Separation Program by the Company and signed by the Vice President of Human
Resources.hh)
    
    A Week of Pay means your base weekly rate of pay, excluding
overtime, bonuses, commissions (except in the case of truck drivers employed by
Dynegy Crude Gathering Services, Inc., whose base pay is comprised solely of
commissions), premium pay, shift differentials, employee benefits, expense
reimbursements, and similar amounts. However, the fact that amounts are withheld from
your pay for taxes, employee benefits, or other reasons will be disregarded in
calculating your Week of Pay amount. If you are paid by the hour, your base weekly
rate of pay is your regular hourly rate multiplied by your scheduled hours per week,
(e.g.,forty (40) hours per week for full time Employees). Your base weekly rate of
pay shall be determined by the Plan Administrator in its sole discretion.ii)
    
    Year of Service means each continuous year (365 days) of service
with the Company without a break in service.
  /s/ J. Kevin Blodgett
J. Kevin BlodgettExecutive Vice President, AdministrationDynegy Inc.
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Attachment A
 
 1.
    
    Dynegy Marketing and Trade;2.
    
    Calcasieu Power, LLC;3.
    
    Dynegy Midwest Generation, Inc.;4.
    
    Dynegy Northeast Generation, Inc.;5.
    
    Dynegy Energy Services, Inc.;6.
    
    Dynegy Operating Company;7.
    
    Sithe Energies, Inc;8.
    
    Sithe Energies Power Services, Inc.; and9.
    
    Dynegy Power Corp.
  20