Exhibit 10.1


             


             


             


             


             


             


             


            
            DYNEGY INC.


            
            EXECUTIVE SEVERANCE PAY PLAN


             


            
            (As Amended and Restated Effective January 1, 2008)


             


             


             

            
            

            

             


            
                	
                            
                            I.

                        	
                            
                            INTRODUCTION

                        


            


            
            Dynegy Inc., an Illinois corporation (“Dynegy Illinois”),
            and its participating subsidiaries and affiliated entities originally established the
            Dynegy Inc. Executive Severance Pay Plan effective as of November 7, 2001, to provide
            severance benefits for certain eligible employees whose employment is terminated
            involuntarily under certain conditions. Dynegy Illinois amended such Plan in certain
            respects and restated it effective February 1, 2005.


            
            Effective immediately after the merger of the LS Power entities and
            Dynegy Illinois, Dynegy Illinois withdrew as the sponsor of such Plan and a
            newly-formed Delaware corporation named “Dynegy Inc.” (“Dynegy
            Inc.”) adopted and assumed the sponsorship of such Plan.


            
            Dynegy Inc. hereby amends and restates the Dynegy Inc. Executive
            Severance Pay Plan, effective January 1, 2008 (the “Executive Plan”), to
            make such modifications as are necessary to comply with Section 409A of the Code (to
            the extent that the particular benefit provided under the Executive Plan is subject to
            Code Section 409A) as well as other necessary and desirable changes; provided, however,
            that this amendment and restatement of the Executive Plan is not intended to amend or
            otherwise modify any supplement specifically referring to the Executive Plan that is
            effective as of the Effective Date and any such supplement shall remain effective in
            accordance with its terms on and after the Effective Date. As of January 1, 2008,
            unless an employee is covered by an agreement or plan recognized and administered by
            the Company, the only Company severance benefits for employees eligible to participate
            in the Executive Plan are those offered under the Executive Plan, as amended and
            restated January 1, 2008, together with any amendments thereto, and any supplement
            specifically referring to the Executive Plan that is effective on or after January 1,
            2008.


            
                	
                            
                            II.

                        	
                            
                            DEFINITIONS

                        


            


            
            When used herein, the following words shall have the following meanings
            unless the context clearly indicates otherwise:


             


            
            “Base Salary” means the regular
            base salary of the Covered Employee but excluding all bonuses, expense reimbursements,
            benefits paid under any plan maintained by the Company and all equity awards of any
            type.


             


            
            “Cause” means (A) for the Chief
            Executive Officer (1) refusal to implement or adhere to lawful policies or lawful
            directives of the Board of Directors of Dynegy Inc.; (2) engaging in conduct which is
            materially injurious (monetarily or otherwise) to the Company or any of its affiliates
            (including, without limitation, misuse of the Company’s or an affiliate’s
            funds or other property); (3) misconduct or dishonesty directly related to the
            performance of the Chief Executive Officer’s duties for the Company or gross
            negligence in the performance of the Chief Executive Officer’s duties for the
            Company; (4) conviction (or entering into a plea bargain admitting criminal guilt) in
            any criminal proceeding involving a felony or a crime of moral turpitude; (5) drug or
            alcohol abuse; or (6) continued failure to perform the Chief Executive Officer’s
            duties which is not cured within ten (10) days after written notice is provided to the
            Chief Executive Officer by Dynegy Inc., or (B) for all other Covered Employees, (1)
            conviction of a misdemeanor involving moral turpitude or a felony, (2) engaging in
            conduct which is materially injurious (monetarily or otherwise) to the Company or any
            of its affiliates (including, without limitation, misuse of the Company’s or an
            affiliate’s funds or other property), (3)


             


             

            
            

            

             


            
            engaging in misconduct in the performance of the Covered
            Employee’s duties, (4) refusal without proper legal reason to perform the Covered
            Employee’s duties, (5) breach of any provision of any agreement between the
            Company and the Covered Employee, (6) breach of any corporate policy maintained and
            established by the Company that is of general applicability to its employees; or (7)
            other failure of Covered Employee to meet satisfactorily the standards of his or her
            position.


             


            
            “Change in Control Period”
            means the period of time during which a Covered Employee may be eligible
            to receive change in control severance benefits under a plan or agreement covering such
            Covered Employee that is sponsored by Dynegy Inc. or its successor.


            
             


            
            “COBRA” means the Consolidated
            Omnibus Budget Reconciliation Act of 1985, as amended.


            
             


            
            “Code” means the Internal
            Revenue Code of 1986, as amended.


             


            
            “Company” means Dynegy Inc. and
            each of its subsidiaries and affiliated entities that participate in the Executive
            Plan. The participating subsidiaries and affiliated entities are listed on Attachment A
            to the Executive Plan.


            
             


            
            “Covered Employee” means an
            employee of the Company if he or she has the title of “Managing Director”
            or above.


            
             


            
            “Disability” means that the
            Covered Employee is determined under the long term disability plan sponsored by the
            Company that covers the Covered Employee to have a disability that entitles him or her
            to benefits under that plan.


            
             


            
            “ERISA” means the Employee
            Retirement Income Security Act of 1974, as amended.


            
             


            
            “Effective Date” means January
            1, 2008.


            
             


            
            “Executive Plan” means the
            Dynegy Inc. Executive Severance Pay Plan, amended and restated January 1,
            2008.


            
             


            
            “Involuntary Termination” means
            (A) termination of employment by the Company outside of a Change in Control Period for
            reasons other than death, Disability or Cause or (B) Termination for Good Reason by the
            Covered Employee outside of a Change in Control Period.


             


            
            “Good Reason” means the
            occurrence, without the Covered Employee’s express written consent, of a material
            diminution in his or her Base Salary.


            
             


            
            “Month of Base Pay” means a
            Covered Employee’s monthly rate of pay, excluding overtime, bonuses, commissions,
            premium pay, employee benefits, expense reimbursements and similar amounts.


            
             


            
            “Notice of Termination for Good Reason”
            means a notice that shall indicate the specific termination provision or
            provisions of the Executive Plan relied upon and shall set forth in reasonable detail
            the facts and circumstances claimed to provide a basis for Termination for


             


            
            2


             


             

            
            

            

             


            Good
            Reason. The failure to set forth in the Notice of Termination for Good Reason any facts
            or circumstances which contribute to the showing of Good Reason shall not waive any
            right hereunder or preclude asserting such fact or circumstance in enforcing his or her
            rights hereunder. The Notice of Termination for Good Reason shall provide for a date of
            termination not less than thirty (30) nor more than sixty (60) days after the date such
            Notice of Termination for Good Reason is given.


            
             


            
            “Plan Administrator” means the
            Dynegy Inc. Benefit Plans Committee.


             


            
                	
                            
                             

                        	
                            
                            “Plan Year”
                            means the twelve-month period beginning each January
                            1st.

                        


            


             


            
            “Severance Period” means the
            number of months for which a Covered Employee receives severance pay under the
            Executive Plan, as determined under Section IV(A).


             


            
            “Specified Employee” means a
            Covered Employee who is a specified employee within the meaning of Treasury Regulation
            Section 1.409A-1(i).


             


            
            “Specified Employee Effective Date”
            means the April 30th next following a Specified Employee
            Identification Date.


             


            
                	
                            
                             

                        	
                            
                            “Specified Employee Identification
                            Date” means December 31st of
                            each Plan Year.

                        


            


             


            
            “Successor Company” means 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).


             


            
            “Termination For Good Reason”
            means a resignation of employment by the Covered Employee by a written
            Notice of Termination for Good Reason given to the General Counsel of Dynegy Inc.
            within ninety (90) days after the occurrence of the Good Reason event, unless such
            circumstances are substantially corrected prior to the date of termination specified in
            the Notice of Termination for Good Reason.
                              


             


            
            “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.


             


            
                	
                            
                            III.

                        	
                            
                            ELIGIBILITY

                        


            


            
                	
                            
                             

                        	
                            
                            A.

                        	
                            
                            Eligibility for Participation

                        


            


            
            A Covered Employee shall be eligible to participate in the Executive
            Plan if his or her employment is terminated for one of the following reasons
            (determined by the Plan Administrator in its sole discretion):


            
            (1) a reduction in force;


            
            (2) a position elimination;


             


            
            3


             


             

            
            

            

             


            
            (3) an office closing; or


            
            (4) an Involuntary Termination.


            
            If a Covered Employee is given advance notice of his or her termination,
            that Covered Employee must remain in employment until the Company’s designated
            termination date in order to receive severance benefits under this Executive Plan. The
            Company has the right to cancel or reschedule a Covered Employee’s previously
            scheduled termination before the termination date. A Covered Employee will not be
            eligible for severance benefits under this Executive Plan if a previously scheduled
            termination is canceled.


            
                	
                            
                             

                        	
                            
                            B.

                        	
                            
                            Ineligibility for Participation

                        


            


            
            A Covered Employee is ineligible to participate in the Executive Plan in
            the event that the Covered Employee’s employment is terminated for a reason other
            than those enumerated in Subsection A above, including, but not limited to, the
            following:


            
                	
                            
                            •

                        	
                            
                            voluntary resignation for any reason, except a
                            Termination For Good Reason;

                        


            


            
                	
                            
                            •

                        	
                            
                            termination due to performance, failure to report for
                            work, failure to return from leave within applicable Company policy or
                            legal time frames, or other similar event;

                        


            


            
                	
                            
                            •

                        	
                            
                            termination due to Cause;

                        


            


            
                	
                            
                            •

                        	
                            
                            merger, acquisition, sale, transfer, outsourcing,
                            reorganization or restructuring of all or part of the Company or any
                            affiliate or division thereof where either: (1) the Covered Employee is
                            offered another position within the Company that provides a Base Salary
                            at least equal to or greater than the Base Salary the Covered Employee
                            was receiving on the date of termination;1 or (2) the
                            Covered Employee is 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
                            Executive Plan, and the offer provides a Base Salary at least equal to
                            or greater than the Base Salary the Covered Employee was receiving on
                            the date of termination; or

                        


            


            
                	
                            
                            •

                        	
                            
                            termination as a result of the death or Disability of
                            the Covered Employee.

                        


            


            
                	
                            
                            IV.

                        	
                            
                            SEVERANCE BENEFITS

                        


            


            
            If a Covered Employee’s employment is terminated as a result of an
            event which makes him or her eligible to participate in the Executive Plan, the Covered
            Employee will receive written notice of his or her termination from Human Resources.
            Such notice will describe the Covered Employee’s potential eligibility to
            participate in the Executive Plan and the benefits available under it. In order to
            receive severance benefits under the Executive Plan, the Covered Employee must execute
            an Agreement and Release (the “Release”) in the form provided by the
            Company acknowledging his or her agreement to the terms and conditions of this
            Executive Plan, the 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


            
            _________________________


            
            1 
                          Such
            an offer includes any position with the Company whether or not such position would
            require a transfer to a different work location as long as the Company's standard
            relocation package is offered in connection with such transfer.


             


            
            4


             


             

            
            

            

             


            
            employment or termination. The Release shall be furnished to the Covered
            Employee as soon as practical after the date on which the Company or the Covered
            Employee receives the notice of termination, but in no event later than the latest date
            that will insure that the applicable revocation period for the Release will expire not
            later than March 1 of the year following the year in which the Covered Employee’s
            employment is terminated.


            
            Each of the payments of severance, continued medical and outplacement
            benefits stated below are designated as separate payments for purposes of the
            short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the
            exemption for involuntary terminations under separation pay plans under Treasury
            Regulation Section 1.409A-1(b)(9)(iii), the exemption for medical expense
            reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B) and the exemption
            for in-kind benefits under Treasury Regulation Section 1.409A-1(b)(9)(v)(C). As a
            result, (A) payments that are made on or before the 15th day of the third month of the
            calendar year following the applicable year of termination, and (B) any additional
            payments that are made on or before the last day of the second calendar year following
            the year of the Covered Employee’s termination and do not exceed the lesser of
            two times the Covered Employee’s Base Salary in the year prior to his or her
            termination or two times the limit under Code Section 401(a)(17) then in effect, are
            exempt from the requirements of Code Section 409A.


             


            
            Notwithstanding any provision in the Executive Plan to the contrary,
            severance benefits, in excess of those described in the preceding paragraph or that are
            otherwise subject to the six (6)-month payment delay requirements of Code Section 409A,
            to a Specified Employee shall not commence until at least six (6) months after the date
            the Specified Employee terminates employment. Whether a Covered Employee is a Specified
            Employee shall be determined annually by the Plan Administrator, as of each Specified
            Employee Identification Date. Any Covered Employee so identified, shall be a Specified
            Employee for the entire twelve (12)-month period beginning on the following Specified
            Employee Effective Date. To the extent the payments to be made during the first six
            (6)-month period following a Specified Employee’s termination of employment
            exceed such exempt amounts described in the preceding paragraph or are otherwise
            subject to the six (6)-month payment delay requirements of Code Section 409A, those
            payments shall be withheld and the amount of the payments withheld will be paid in a
            lump sum, without interest, during the seventh month after termination.


            
             


            
                	
                             

                        	
                            
                            A.

                        	
                            
                            Amount of Severance Pay

                        


            


            
            The amount of severance pay a Covered Employee receives under this
            Executive Plan will be based on the Covered Employee’s position and service
            credit at the time of the termination of employment. Under the Executive Plan, an
            eligible Covered Employee will receive one (1) Month of Base Pay for each full,
            completed year of continuous service with the Company and a pro-rated amount for each
            partial year of continuous service, subject to certain minimum and maximum payment
            requirements. If, at the time a Covered Employee becomes eligible to receive severance
            benefits under this Executive Plan, his or her title is “Managing Director”
            or “Vice President,” the Covered Employee will be eligible to receive a
            minimum of six (6) Months of Base Pay as severance pay. If, at the time a Covered
            Employee becomes eligible to receive severance benefits under this Executive Plan, his
            or her title is “Senior Vice President,” the Covered Employee will be
            eligible to receive a minimum of nine (9) Months of Base Pay as severance pay. If, at
            the time a Covered Employee becomes eligible to receive severance benefits under this
            Executive Plan, his or her title is “Executive Vice President,”
            the


             


            
            5


             


             

            
            

            

             


            
            Covered Employee will be eligible to receive twelve (12) Months of Base
            Pay as severance pay. If, at the time a Covered Employee becomes eligible to receive
            severance benefits under this Executive Plan, his or her title is Dynegy Inc.’s
            “Chief Executive Officer” or “Chief Operating Officer” (or
            other comparable position as designated by the Compensation Committee), the Covered
            Employee will be eligible to receive twenty-four (24) Months of Base Pay as severance
            pay. The maximum amount of severance pay available to any Covered Employee, except for
            a Covered Employee with the title of Dynegy Inc.’s “Chief Executive
            Officer” or “Chief Operating Officer” (or other comparable position
            as designated by the Compensation Committee), under this Executive Plan is twelve (12)
            Months of Base Pay. The Plan Administrator shall determine a Covered Employee’s
            Months of Base Pay, and the Covered Employee’s full and partial years of
            continuous service, in its sole discretion. The benefits payable under this Executive
            Plan shall be inclusive of and offset by any other severance or termination payment
            made by the Company, including payments provided by Subsection D below. Severance pay
            will be paid to the eligible Covered Employee in a lump sum after the Covered Employee
            executes the Release and the expiration of any revocation period described in the
            Release in accordance with the terms and conditions of this Executive Plan no later
            than March 15th of the calendar year following the year of the Covered Employee’s
            termination. All severance pay benefits will be subject to withholding for applicable
            employment and income taxes. The Covered Employee is responsible for informing the Plan
            Administrator of any change in the Covered Employee’s mailing address by written
            letter delivered to the Vice President of Human Resources until the Covered
            Employee’s severance benefits have been paid in full.


            
            In the event that a Covered Employee dies after the termination of his
            or her employment and before having received the full amount of the severance benefits
            for which he or she was qualified, benefits provided by this Executive Plan will be
            paid to the legal representative of the Covered Employee’s estate unless the
            Covered Employee notifies the Plan Administrator in writing that he or she specifically
            designates a different beneficiary. Benefits will be paid as soon as practicable after
            receipt of notice of proof of such death; provided, however, that if the Covered
            Employee had not signed the Release prior to his or her death, then a condition to the
            receipt of benefits will be the execution of the Release by the executor or other
            authorized representative of the Covered Employee’s estate.


            
            The amount of severance pay received under this Executive Plan shall be
            reduced by any amounts the Covered Employee owes to the Company at the time the
            severance pay is paid; provided, however, to the extent the amount of severance pay is
            not exempt from Code Section 409A as provided herein, then amounts may only be offset
            for such non-exempt severance pay where the amount does not exceed $5,000 in any Plan
            Year, the debt is incurred in the ordinary course of the Covered Employee’s
            employment relationship, and the reduction is made at the same time and in the same
            amount as the debt otherwise would have been due and collected from the Covered
            Employee. The determination of what amounts are owed by the Covered Employee will be
            made in the sole discretion of the Plan Administrator. Any such offset to the severance
            amount for which the Covered Employee is eligible will be made in conformance with
            applicable state law that is not otherwise preempted by ERISA.


            
                	
                            
                             

                        	
                            
                            B.

                        	
                            
                            Continuation of Medical
                            Coverage

                        


            


            
            During his or her Severance Period, the Company shall permit the Covered
            Employee, at his or her election, to continue to participate in the Company’s
            group health care plan that provides medical and dental coverage that the Covered
            Employee was participating in


             


            
            6


             


             

            
            

            

             


            
            immediately prior to such termination of employment; provided, however,
            that (a) the Covered Employee must continue to pay the premiums for such coverage based
            on the premiums paid by active employees of the Company for similar coverage, (b) to
            the extent the Covered Employee’s participation in the Company’s group
            health care plan during his or her Severance Period exceeds his or her COBRA
            continuation coverage period, the Covered Employee will be required to pay the then
            current COBRA premium for his or her elected coverage and will receive a reimbursement
            amount from the Company, as taxable income, equal to the difference between the
            required COBRA premium paid by the Covered Employee and the then current premium that
            would be paid by an active employee for the Covered Employee’s elected coverage,
            for each month of such participation following the expiration of such COBRA
            continuation coverage period, (c) the availability and terms of such coverage, and the
            required premium payments, shall adjust as such availability, terms and premiums are
            adjusted for active employees, and (d) such coverage shall immediately end upon the
            Covered Employee’s obtaining new employment and eligibility for similar coverage
            (and the Covered Employee is obligated hereunder to promptly report such eligibility to
            the Company). A Covered Employee’s election of this extended coverage shall not
            adversely affect in any way his or her right to health care continuation coverage as
            required under Part 6 of Title I of ERISA except that the period of such health care
            continuation coverage under the Company’s group health care plan shall be reduced
            by the period of the Covered Employee’s extended coverage as provided under the
            terms of this paragraph. In any event, any amount paid to a Covered Employee for
            reimbursement of any portion of group health care plan premiums, as provided in this
            paragraph, will be paid to the Covered Employee not later than the last day of the
            calendar year following the year in which the Covered Employee incurs such
            expense.


            
                	
                             

                        	
                            
                            C.

                        	
                            
                            Outplacement Assistance

                        


            


            
            During the minimum Severance Period, but in no event beyond the end of
            the second calendar year following the calendar year in which the eligible employee
            terminated employment, the Company shall provide the eligible Covered Employee with
            outplacement assistance benefits in such amount and in such form as determined by the
            Plan Administrator in its sole discretion. The Company will pay such outplacement
            assistance benefits directly to an outplacement assistance provider mutually agreed
            upon by the eligible Covered Employee and the Plan Administrator. The value of such
            outplacement services will not be paid to the eligible Covered Employee. The Company
            may, in its sole discretion, provide outplacement assistance benefits to an eligible
            Covered Employee prior to the eligible Covered Employee’s execution of the
            Release or the expiration of any revocation period described in the Release. If an
            eligible Covered Employee is provided such outplacement assistance benefits prior to
            execution of the Release or the expiration of any such revocation period, then, after
            execution of the Release and the expiration of such revocation period, the eligible
            Covered Employee will not be entitled to outplacement assistance benefits in excess of
            those that the Plan Administrator had determined would be provided to the eligible
            Covered Employee. If an eligible Covered Employee fails to execute the Release within
            the specified period or revokes the Release before the revocation period expires, any
            outplacement assistance benefits will cease.


            
                	
                            
                             

                        	
                            
                            D.

                        	
                            
                            Integration with Plant Closing Law and/or the WARN
                            Act

                        


            


            
            To the extent that any federal, state or local law, including, without
            limitation, so-called “plant closing” laws, requires the Company to give
            advance notice or make payment of any kind


             


            
            7


             


             

            
            

            

             


            to a
            Covered Employee because of that Covered Employee’s involuntary termination due
            to a layoff, reduction in force, plant or facility closing, sale of business, change of
            control, or any other similar event or reason, the benefits provided under this
            Executive Plan shall either be reduced or eliminated. The benefits provided under this
            Executive Plan are intended to satisfy any and all statutory obligations that may arise
            out of any eligible Covered Employee’s involuntary termination for the foregoing
            reasons, and the Plan Administrator shall so construe and implement the terms of the
            Executive Plan it its sole discretion. Included in the scope of the foregoing, if an
            eligible Covered Employee receives notice from the Company pursuant to the Workers
            Adjustment and Retraining Notification (WARN) Act, and remains employed during the WARN
            notice period, then the severance pay and benefits for which the Covered Employee is
            eligible under this Executive Plan will be reduced by the pay and benefits received by
            the Covered Employee during the WARN notice period.


            
                	
                             

                        	
                            
                            E.

                        	
                            
                            Effect of Executive Plan on other Company
                            Benefits

                        


            


            
            A Covered Employee eligible for benefits under this Executive Plan may
            be eligible to continue participation in certain other Company benefits and/or benefit
            plans. However, continuation in various Company plans is subject to the terms and
            conditions of the applicable plan documents or insurance contracts in effect on the
            date of the Covered Employee’s termination. A Covered Employee’s rights
            under the other plans, documents or insurance contracts are not affected by his or her
            decision to participate or to not participate in this Executive Plan.


            
                	
                            
                             

                        	
                            
                            F.

                        	
                            
                            Effect of Executive Plan on
                            Rehiring

                        


            


            
            Once a Covered Employee receives benefits under this Executive Plan, he
            or she has no right to be re-employed by the Company. If such a Covered Employee is
            rehired by the Company after receiving severance pay benefits, that Covered Employee
            will be required to return any portion of the severance payment that exceeds the
            Covered Employee’s normal base weekly rate of pay prior to his or her employment
            termination multiplied by the number of weeks and/or fractions of weeks between the
            Covered Employee’s termination date and the rehire date. Any required return
            payment under this paragraph may be paid to the Company in a lump sum or will be
            deducted from the Covered Employee’s pay after rehire.


            
            If a Covered Employee’s employment ends because of a reduction in
            force and that Covered Employee is rehired by the Company within twelve months of his
            or her termination date, the Covered Employee’s years of service with the Company
            prior to such termination will be counted in determining his or her Personal Paid Time
            (“PPT”) benefits eligibility in future years. Applicable PPT time on rehire
            will be determined in accordance with the Company’s PPT policy.


            
                	
                            
                             

                        	
                            
                            G.

                        	
                            
                            Termination Status

                        


            


            
            For purposes of severance benefits under the Executive Plan that are
            exempt from the provisions of Code Section 409A, an eligible Covered Employee shall
            terminate employment on the date he or she ceases to be categorized as an employee on
            the payroll system of the Company. For purposes of severance benefits under the
            Executive Plan that are not exempt from the provisions of Code Section 409A, an
            eligible Covered Employee shall terminate employment on the date he or she ceases to
            perform services for the Company, or such services decrease to a level that is 50
            percent or less of the average level of services performed by the


             


            
            8


             


             

            
            

            

             


            
            eligible Covered Employee over the immediately preceding 36-month
            period. The last day of an eligible Covered Employee’s active employment with the
            Company shall be considered such Covered Employee’s termination date for purposes
            of the Company’s employee benefit plans, unless provided otherwise pursuant to
            such plan. For purposes of a Covered Employee’s eligibility for continued health
            benefits under COBRA, the COBRA eligibility period shall run from the Covered
            Employee’s termination date.


            
             


            
                	
                            
                             

                        	
                            
                            H.

                        	
                            
                            Compliance with Code Section
                            409A

                        


            


            
             


            
            Notwithstanding anything in this Executive Plan to the contrary, if any
            Executive Plan provision or benefits under the Executive Plan would result in the
            imposition of an additional tax under Code Section 409A and related Treasury Department
            regulations and pronouncements (“Section 409A”), that Executive Plan
            provision or benefit will be reformed to avoid imposition of the applicable tax and no
            action to comply with Section 409A shall be deemed to adversely affect the eligible
            Covered Employee’s right to benefits.


            
             


            
                	
                            
                             

                        	
                            
                            I.

                        	
                            
                            Mitigation; Benefits under Employment
                            Agreement

                        


            


            
             


            
            Except as provided in Subsections IV (B) and IV (F) above, a Covered
            Employee receiving benefits under the Executive Plan shall not be required to mitigate
            the amount of any payment or benefit provided for under the Executive Plan by seeking
            other employment or otherwise; nor shall the amount of any payment or benefit be
            reduced by any compensation or benefit earned by the Covered Employee as the result of
            employment by another employer or by retirement benefits. A Covered Employee who might
            otherwise be eligible to participate in the Executive Plan but is a party to an
            employment agreement with the Company in effect on his or her date of termination,
            shall be entitled to either the severance benefits provided under the Executive Plan or
            the benefits provided in such employment agreement, whichever provides the greater
            benefit on a provision-by-provision basis. The benefits available under the Executive
            Plan are not in addition to or intended to duplicate the benefits for which a Covered
            Employee might be eligible under his or her employment agreement.


            
             


            
                	
                            
                             

                        	
                            
                            J.

                        	
                            
                            Non-Disclosure

                        


            


             


            
            A Covered Employee has access to certain information concerning the
            Company that is confidential and proprietary and constitutes valuable and unique
            property of the Company. The Covered Employee agrees that he or she will not, at any
            time after the Covered Employee’s employment, disclose to others, use, copy, or
            permit to be copied, except pursuant to the Covered Employee’s duties on behalf
            of the Company or its successors, assigns, or nominees, any “Confidential
            Information” (defined below) of the Company (whether or not developed by the
            Covered Employee) without the prior written consent of the Board of Directors of Dynegy
            Inc.


            
             


            
            The Covered Employee understands and agrees that all
            “Records” (defined below) also constitute Confidential Information of the
            Company and that his or her obligations continue at all times after his or her
            employment. These records do not become any less confidential or proprietary to the
            Company because the Covered Employee may commit some of it to memory or because he or
            she may otherwise maintain it outside of the Company’s offices.


             


            
            9


             


             

            
            

            

             


            
            The Covered Employee agrees that he or she will never take any Company
            property for his or her own use or benefit. On or before the date of termination of the
            Covered Employee’s employment, he or she will deliver to the Company, as
            determined appropriate by the Company, all correspondence, memoranda, notes, Records,
            client lists, computer systems, programs, or other documents and all copies thereof
            made, composed or received by the Covered Employee, solely or jointly with others, and
            which are in the Covered Employee’s possession, custody, or control at such date
            and which are related in any manner to the past, present, or anticipated business of
            the Company.


             


            
            “Confidential Information” includes but is not limited to,
            any formula, pattern, compilation, program, device, method, technique, or process,
            that: (1) derives independent economic value, actual or potential, from not being
            generally known in the public or to other persons who can obtain economic value from
            its disclosure or use and (2) is the subject of efforts that are reasonable under the
            circumstances to maintain its secrecy. “Confidential Information” also
            includes any information or knowledge pertaining to the operation of the
            Company’s business that is (3) not generally available to the public and (4)
            maintained as confidential by the Company, including but not limited to the
            Company’s trade secrets, Records; plans; strategies, potential acquisitions;
            costs; prices; systems for buying, selling and/or trading natural gas, natural gas
            liquids, crude oil, coal, electricity, bandwidth and communications services; client
            lists; pricing policies; financial information; the names of and pertinent information
            regarding suppliers; computer programs; policy or procedure manuals; training and
            recruiting procedures; accounting procedures; the status and content of the
            Company’s contracts with its suppliers or clients; and servicing methods and
            techniques at any time used, developed, or investigated by the Company before or during
            the Covered Employee’s tenure of employment. The Covered Employee further agrees
            to maintain in confidence any confidential information of third parties received as a
            result of the Covered Employee’s employment and duties with the
            Company.


             


            
            “Records” include, but are not limited to, original,
            duplicated, computerized, memorized, handwritten or any other form of information,
            whether contained in materials provided to the Covered Employee by the Company, or by
            any institution acquired by the Company, or compiled by the Covered Employee in any
            form or manner including information in documents or electronic devices, such as
            software, flow charts, graphs, spreadsheets, resource materials, video tapes,
            calendars, day timers, planners, rolodexes, or telephone directories maintained in
            personal computers, laptop computers, personal digital assistants or any other
            device.


            
             


            
            These are examples of the types of information the Company considers
            Confidential Information. All of this information is important because, among other
            things, it is unknown to the Company’s competitors, thus they are unable to use
            it to compete with the Company. Accordingly, this information creates a competitive
            advantage for the Company and is economically valuable. Recognizing the irreparable
            nature of the injury that could be done by the Covered Employee’s breach of the
            requirements and agreements contained herein and that money damages would be inadequate
            compensation to the Company, the Covered Employee agrees that any breach of the
            non-disclosure requirements and agreements contained herein by the Covered Employee
            should be the proper subject for immediate injunctive relief, specific performance and
            other equitable relief to the Company. Nothing herein shall be construed as prohibiting
            the Company from pursuing any other remedies available to the Company for such breach
            or threatened breach, including the recovery of damages from the Covered
            Employee.


             


            
            10


             


             

            
            

            

             


            The
            Covered Employee further agrees to communicate the contents of this section to any
            prospective employer or associate.


            
             


            
                	
                            
                             

                        	
                            
                            K.

                        	
                            
                            Non-Disparagement

                        


            


            
             


            
            Neither the Covered Employee nor the Company shall make or authorize any
            public statement, oral or written, disparaging the other in their respective business
            interests and affairs. Notwithstanding the foregoing, neither party shall be (1)
            required to make any statement which it or he or she believes to be false or
            inaccurate, or (2) restricted in connection with any litigation, arbitration or similar
            proceeding or with respect to a response to any subpoena or other legal
            process.


            
             


            
                	
                            
                            V.

                        	
                            
                            EXECUTIVE PLAN ADMINISTRATION

                        


            


            
            The administration and operation of the Executive Plan is directed by
            the Plan Administrator. The Plan Administrator is the Dynegy Inc. Benefits Plans
            Committee that has been appointed by the Compensation Committee of the Dynegy Inc.
            Board of Directors (or their delegates) to oversee the operation of the Executive Plan.
            The Plan Administrator will have full power to administer the Executive Plan in all of
            its details, subject, however, to the requirements of ERISA. The Plan
            Administrator’s power and authority will include, but will not be limited to, the
            sole discretion to:


            
                	
                            
                            •

                        	
                            
                            make and enforce such rules and regulations as it deems
                            necessary or proper for the efficient administration of the Executive
                            Plan or as are required to comply with applicable law;

                        


            


            
                	
                            
                            •

                        	
                            
                            interpret the Executive Plan and authorize the payment
                            of any benefits under it, its interpretation thereof to be final and
                            conclusive regarding any employee, former employee, participant, former
                            participant and/or beneficiary;

                        


            


            
                	
                            
                            •

                        	
                            
                            decide all questions concerning the Executive Plan and
                            the eligibility of any individual to participate in the Executive
                            Plan;

                        


            


            
                	
                            
                            •

                        	
                            
                            compute the amount of benefits which will be payable to
                            any participant, former participant or beneficiary in accordance with
                            the provisions of the Executive Plan, and to determine the person or
                            persons to whom such benefits will be paid;

                        


            


            
                	
                            
                            •

                        	
                            
                            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;

                        


            


            
                	
                            
                            •

                        	
                            
                            appoint such agents, counsel, accountants and
                            consultants as may be required to assist in administering the Executive
                            Plan; and

                        


            


            
                	
                            
                            •

                        	
                            
                            by written instrument, allocate and delegate its
                            fiduciary responsibilities in accordance with Section 405 of
                            ERISA.

                        


            


            
            All such rules, regulations, determinations, constructions, decisions
            and interpretations made by the Plan Administrator will be final and binding, except as
            otherwise required by law. To the extent the Plan Administrator has been granted
            discretionary authority under the Executive Plan, the Plan Administrator’s prior
            exercise of such authority shall not obligate it to exercise its authority in a like
            fashion thereafter.


             


            
            11


             


             

            
            

            

             


            
                	
                            
                            VI.

                        	
                            
                            CLAIM REVIEW PROCEDURE

                        


            


            
                	
                             

                        	
                            
                            A.

                        	
                            
                            Authority to Adopt Procedures

                        


            


            
            The Plan Administrator shall have the power and authority to establish
            written procedures for processing claims for Executive Plan benefits and reviews of
            Executive Plan benefit claims which have been denied or modified. Such procedures may
            be amended and modified from time to time in the discretion of the Plan Administrator.
            The procedures as adopted and amended and modified from time to time by the Plan
            Administrator are hereby incorporated by reference as a part of the Executive
            Plan.


            
                	
                             

                        	
                            
                            B.

                        	
                            
                            Summary of Claims Procedures
                             

                        


            


            
            In order to file a claim for benefits under the Executive Plan, you must
            submit to the Vice President of Human Resources (the “Benefits
            Administrator”) a written claim for Executive Plan benefits containing a
            description of (a) an alleged failure to receive a benefit payable under the Executive
            Plan or (b) an alleged discrepancy between the amount of a benefit owed and the amount
            of the benefit you received under the Executive Plan. In connection with the submission
            of a claim, you may examine the Executive Plan and any other relevant documents
            relating to the claim, and you may submit written comments relating to such claim to
            the Benefits Administrator. If you need additional information regarding your claim for
            benefits, then you can submit a written request to the Benefits Administrator for such
            information. Failure to furnish a written claim description or to otherwise comply with
            the claim submission procedure will invalidate your claim unless the Benefits
            Administrator determines that it was not reasonably possible to comply with such
            procedure.


            
            Upon the filing of a claim for benefits, the Benefits Administrator will
            determine if the request is clear, and if so, will proceed with the processing of the
            claim. If the Benefits Administrator determines that the claim is not clear, then the
            claim will be referred to the Plan Administrator for review.


            
            Within 90 days from the date a completed claim for benefits is filed (or
            such longer period as may be necessary due to unusual circumstances, but in any event
            no longer than the time period described in the next paragraph), the Plan Administrator
            will make a decision as to whether the claim is to be approved, modified, or denied. If
            the Plan Administrator approves the claim, then the Benefits Administrator will process
            the claim as soon as administratively practicable.


            
            In the event of an “Adverse Benefit Determination” (which
            includes a denial or modification of your claim, or an invalidation for failing to
            follow the Executive Plan’s claim submission procedures), you will be notified in
            writing not later than 90 days following the date the claim was filed (or within 180
            days under special circumstances, in which case you will be informed of the extension
            and the circumstances requiring the extension in writing prior to its commencement) of
            the following:


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            The specific reason or reasons for the Adverse Benefit
                            Determination;

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            The Executive 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 Executive Plan’s claims review procedure;
                            and

                        


            


             


            
            12


             


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            A description of your right to bring a civil action
                            under ERISA with respect to the Adverse Benefit
                            Determination.

                        


            


            
            Within 60 days following receipt of an Adverse Benefit Determination,
            you may submit a written request to the Plan Administrator for review of such
            determination. During this review process, you will have the opportunity to submit
            written comments and other information relating to the claim and you will have
            reasonable access to, and copies of, all documents and other information related to the
            claim free of charge. Any items you submit to the Plan Administrator will be considered
            without regard to whether such items were considered in the initial benefit
            determination.


            
            Within 60 days following a request for review (or within 120 days under
            special circumstances, in which case you will receive written notice of the extension
            and the circumstances requiring the extension prior to its commencement), the Plan
            Administrator must, after providing you with a full and fair review, render its final
            decision in writing (or electronically). However, the review process may be delayed if
            you fail to provide information that is requested by the Plan Administrator. If the
            Plan Administrator approves the claim on review, then the Benefits Administrator will
            process the claim as soon as administratively practicable. In the event of an Adverse
            Benefit Determination on review, the Plan Administrator’s final decision will
            include:


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            The specific reason or reasons for the Adverse Benefit
                            Determination;

                        


            


            
                	
                            
                             

                        	
                            
                            •

                        	
                            
                            The Executive 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.

                        


            


            
            You may, by submitting a written statement to the Plan Administrator,
            authorize an individual or entity to pursue your claim for benefits under the Executive
            Plan and/or your request for a review of an Adverse Benefit Determination made with
            respect to a claim.


            
            Completion of the claims procedures described in this Subsection V (B)
            will be a condition precedent to the commencement of any legal or equitable action in
            connection with a claim for benefits under the Executive Plan by a claimant or by any
            other person claiming rights individually or through a claimant.


            
                	
                            
                            VII.

                        	
                            
                            EXECUTIVE PLAN AMENDMENT OR
                            TERMINATION

                        


            


            
            Dynegy Inc. reserves the right to amend, modify, supplement or
            terminate, in whole or in part, any or all of the provisions of the Executive Plan at
            any time prospectively or retroactively, for any reason, without notice or further
            obligation to any employee or any other person entitled to receive benefits, if any,
            under the Executive Plan. Dynegy Inc. also reserves the right to make any modification,
            supplementation or amendments to the Executive Plan that are necessary or appropriate
            to qualify or maintain the Executive Plan so that it satisfies the applicable
            provisions of the Code and ERISA. Any amendment to the Executive Plan must be signed by
            the Executive Vice President, Administration of Dynegy Inc., or the individual who, at
            the time in question, is the highest ranking officer over administration in Dynegy
            Inc.


             


            
            13


             


             

            
            

            

             


            
            Dynegy Inc. may terminate the participation in the Executive Plan of any
            of the entities listed on Attachment A at any time by delivering to the Plan
            Administrator written notification to that effect. Withdrawal by any entity listed on
            Attachment A or complete discontinuance of the payment of severance benefits under the
            Executive Plan by any entity listed on Attachment A shall constitute termination of the
            Executive Plan with respect to that entity. In the event any entity listed on
            Attachment A withdraws from participation or Dynegy Inc. terminates the Executive Plan,
            no employee shall be entitled to receive benefits hereunder for employment either
            before or after such action.


            
                	
                            
                            VIII.

                        	
                            
                            ERISA RIGHTS

                        


            


            
            As a participant in the Executive Plan, you are entitled to certain
            rights and protections under the Employee Retirement Income Security Act of 1974, as
            amended (“ERISA”). ERISA provides that all Executive Plan participants
            shall be entitled to:


            
            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 Executive Plan,
                            including insurance contracts and collective bargaining agreements, and
                            a copy of the latest annual report (Form 5500 Series) filed by the
                            Executive 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 Executive 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 Executive 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


            
            In addition to creating rights for Executive Plan participants, ERISA
            imposes obligations upon the people who are responsible for the operation of employee
            benefit plans. The people who operate the Executive Plan, called
            “fiduciaries” of the Executive Plan, have a duty to do so prudently and in
            the interest of you and other Executive Plan participants and beneficiaries. No one,
            including your employer, your union, or any other person may fire you or otherwise
            discriminate against you in any way to prevent you from obtaining a welfare benefit or
            exercising your rights under ERISA.


            
            ENFORCE YOUR RIGHTS


            
            If your claim for a benefit is denied or ignored, in whole or in part,
            you have a right to know why this was done, to obtain copies of documents relating to
            the decision without charge, and to appeal any denial, all within certain time
            schedules. Under ERISA, there are steps you can take to enforce the above rights. For
            instance, if you request a copy of Executive Plan documents or the latest annual report
            from the Executive Plan and do not receive them within 30


             


            
            14


             


             

            
            

            

             


            
            days, you may file suit in a Federal court. In such a case, the court
            may require the Plan Administrator to provide the materials and pay you up to $110 a
            day until you receive the materials, unless the materials were not sent because of
            reasons beyond the control of the administrator. If you have a claim for benefits that
            is denied or ignored, in whole or in part, you may file suit in a state or Federal
            court. In addition, if you disagree with the Executive Plan’s decision or lack
            thereof concerning the qualified status of a domestic relations order, you may file
            suit in Federal court. If it should happen that Executive Plan fiduciaries misuse the
            Executive Plan’s money, or if you are discriminated against for asserting your
            rights, you may seek assistance from the U.S. Department of Labor, or you may file suit
            in a Federal court. The court will decide who should pay court costs and legal fees. If
            you are successful, the court may order the person you have sued to pay these costs and
            fees. If you lose, the court may order you to pay these costs and fees (for example, if
            it finds that your claim is frivolous).


            
            ASSISTANCE WITH YOUR
            QUESTIONS


            
            If you have any questions about the Executive Plan, you should contact
            the Plan Administrator. If you have any questions about this statement or about your
            rights under ERISA, or if you need assistance in obtaining documents from the Plan
            Administrator, you should contact the nearest office of the Employee Benefits Security
            Administration, U.S. Department of Labor, listed in your telephone directory or the
            Division of Technical Assistance and Inquiries, Employee Benefits Security
            Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington,
            D.C. 20210. You may also obtain certain publications about your rights and
            responsibilities under ERISA by calling the publications hotline of the Employee
            Benefits Security Administration.


            
                	
                            
                            IX.

                        	
                            
                            GENERAL PROVISIONS

                        


            


            
                	
                             

                        	
                            
                            A.

                        	
                            
                            No Rights Created or Accrued

                        


            


            
            The adoption of the Executive Plan is purely voluntary on the part of
            the Company and shall not be deemed to constitute a contract between the Company, any
            employee or other person not in the employ of the Company, or to be a consideration
            for, or an inducement or condition of, the employment of any employee or other person,
            or to give any right to be retained in the employ of the Company. Nothing in the
            Executive Plan shall be construed as giving to an employee of the Company a right to
            receive any benefit other than the benefits specifically provided under the terms of
            the Executive Plan. No benefits shall be deemed to accrue under the Executive Plan at
            any time except the time at which they become payable under the Executive Plan, and no
            right to a benefit under the Executive Plan shall be deemed to vest prior to an
            employee’s termination date. Nothing in the Executive Plan shall be construed to
            limit in any manner the right of the Company to discharge, demote, downgrade, transfer,
            relocate, or in any other manner treat or deal with any individual in its employ,
            without regard to the effect such treatment or dealing may have upon such individual as
            someone who might otherwise have become (or remained) a participant in the Executive
            Plan, which right is hereby reserved.


             


            
            15


             


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            B.

                        	
                            
                            The Executive Plan’s Relation to other
                            Descriptive Matter

                        


            


            
            The Executive Plan shall contain no terms or provisions except those set
            forth herein, or as hereafter amended in accordance with the provisions of Section VII
            of this Executive Plan. If any description made in any other document is deemed to be
            in conflict with any provision of the Executive Plan, the provisions of the Executive
            Plan shall control.


            
                	
                             

                        	
                            
                            C.

                        	
                            
                            Non-alienation of Benefits

                        


            


            
            No benefits payable under the Executive Plan shall be subject to
            anticipation, alienation, sale, transfer, assignment, pledge or other encumbrance, and
            any attempt to do so shall be void.


            
                	
                             

                        	
                            
                            D.

                        	
                            
                            Governing Law

                        


            


            
            The provisions of the Executive Plan shall be construed, administered
            and enforced according to ERISA and, to the extent not preempted, by the laws of the
            State of Texas.


            
                	
                             

                        	
                            
                            E.

                        	
                            
                            Severability

                        


            


            
            If any provision of the Executive Plan shall be held illegal or invalid
            for any reason, such illegality or invalidity shall not affect the remaining provisions
            of the plan, and the Executive Plan shall be construed and enforced as if such illegal
            and invalid provisions had never been set forth in it.


            
                	
                            
                             

                        	
                            
                            F.

                        	
                            
                            Effect on other Plans

                        


            


            
            This Executive Plan has no effect on the rights of any participant under
            any other employee benefit plan or policy sponsored by the Company (other than as
            replaced or superceded in Section I hereof) such as any profit-sharing, medical, dental
            or hospitalization, life insurance, AD&D, incentive compensation, or Personal Paid
            Time plan. Rights under those plans or policies are governed solely by their
            terms.


            
                	
                             

                        	
                            
                            G.

                        	
                            
                            Costs and Indemnification

                        


            


            
            All costs of administering the Executive Plan and providing plan
            benefits will be paid by the Company, with one exception: any expenses (other than
            arbitrator fees) incurred in resolving disputes with multiple claimants concerning
            their entitlement to the same benefit may be charged against the benefit, which will be
            reduced accordingly. To the extent permitted by applicable law and in addition to any
            other indemnities or insurance provided by the Company, the Company shall indemnify and
            hold harmless its (and its affiliates’) current and former officers, directors,
            and employees against all expenses, liabilities, and claims (including legal fees
            incurred to defend against liabilities and claims) arising out of their discharge or
            omission in good faith of their administrative and fiduciary responsibilities with
            respect to the Executive Plan. Expenses and liabilities arising out of willful
            misconduct will not be covered under this indemnity.


             


            
            16


             


             

            
            

            

             


            
                	
                             

                        	
                            
                            H.

                        	
                            
                            Miscellaneous

                        


            


            
            Where the context so indicates, the singular will include the plural and
            vice versa. Titles are provided herein for convenience only and are not to serve as a
            basis for interpretation or construction of the Executive Plan. Unless the context
            clearly indicates to the contrary, a reference to a statute or document shall be
            construed as referring to any subsequently enacted, adopted, or executed
            counterpart.


            
                	
                            
                            X.

                        	
                            
                            IDENTIFYING DATA

                        


            


            
            The Executive Plan is a welfare benefit plan providing benefits from the
            general assets of the Company. Dynegy Inc. is the plan sponsor. The Plan Year is from
            January 1 to the following December 31 of each year. The plan sponsor has assigned plan
            number 554 to the Executive Plan. The Employer identification number for Dynegy Inc. is
            20-5653152.


            
                	
                            
                             

                        	
                            
                            A.

                        	
                            
                            Plan Sponsor

                        


            


            
            Dynegy Inc.


            
            1000 Louisiana Street, Suite 5800


            
            Houston, Texas 77002


            
            (713) 507-6400


            
                	
                            
                             

                        	
                            
                            B.

                        	
                            
                            Plan Administrator

                        


            


            
            Dynegy Inc. Benefit Plans Committee


            
            c/o Executive Vice President, Administration


            
            Dynegy Inc.


            
            1000 Louisiana Street, Suite 5800


            
            Houston, Texas 77002


            
            (713) 507-6400


            
                	
                            
                             

                        	
                            
                            C.

                        	
                            
                            Agent for Legal Service of
                            Process

                        


            


            
            Dynegy Inc. Benefit Plans Committee


            
            c/o Executive Vice President, Administration


            
            Dynegy Inc.


            
            1000 Louisiana Street, Suite 5800


            
            Houston, Texas 77002


             


            
                	
                            
                             

                        	
                            
                            DYNEGY INC.

                        


            


             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            _______________________

                        


            


            
                	
                            
                             

                        	
                            
                            Name:     J. Kevin
                            Blodgett

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Executive Vice President,

                        


            


            
                	
                            
                             

                        	
                            
                            Administration

                        


            


             


            
            17


             


             

            
            

            

             


            
            Attachment A


             


            
            Subsidiaries and Affiliates


            
            Participating in the


            
            Dynegy Inc. Executive Severance Pay Plan


             


            
                	
                            
                             

                        	
                            
                            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.; and

                        


            


             


            
                	
                            
                             

                        	
                            
                            9.

                        	
                            
                            Dynegy Power Corp.

                        


            


             


             


             


            
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