WHEREAS, it is the intention of Company to make contributions to the Trust to provide asource of funds to assist in the meeting of the liabilities under the Plan; andNOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall becomprised, held and disposed of as follows:SECTION 1. Establishment of Trust.(a) The Company shall from time to time deposit amounts with Trustee in trust and suchamounts received by the Trustee shall become the principal of the Trust to be held,administered anddisposed of by Trustee as provided in this Trust Agreement.(b) The Trust hereby established shall be irrevocable.(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within themeaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Codeof 1986,as amended, (the “Code”) and shall be construed accordingly.(d) The principal of the Trust, and any earnings thereon shall be held separate and apart fromother funds of Company and Dynegy and shall be used exclusively for the uses and purposes ofPlanparticipants and general creditors as herein set forth. Plan participants and theirbeneficiaries shall haveno preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Anyrightscreated under the Plan and this Trust Agreement shall be mere unsecured contractual rights ofPlanparticipants and their beneficiaries against Company. Any assets held by the Trust will besubject tothe claims of Company’s general creditors under federal and state law in the event ofInsolvency, asdefined in Section 3(a) herein.(e) Company, in its sole discretion, may at any time, or from time to time, make additionaldeposits of cash or other property in trust with Trustee to augment the principal to be held,administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee norany Plan participant or beneficiary shall have any right to compel such additional deposits.
 
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(f) Notwithstanding anything to the contrary herein, in no event shall money and/or propertybe transferred to the Trust if prior to such transfer it is known that such transfer would resultin adverse tax consequences to a participant or his beneficiaries pursuant to section 409A(b) ofthe Code.SECTION 2. Payments to Plan Participants and Their Beneficiaries.(a) Company shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates theamounts payable in respect of each Plan participant (and his or her beneficiaries), thatprovides aformula or other instructions acceptable to Trustee for determining the amounts so payable,the form inwhich such amount is to be paid (as provided for or available under the Plan), and the time ofcommencement for payment of such amounts. The Company shall provide such Payment Scheduleand any updates thereto to the Trustee at such times as will permit the Trustee to make timelypaymentsto Plan participants and their beneficiaries pursuant to the terms of the Plan. Except asotherwiseprovided herein, Trustee shall make payments to the Plan participants and their beneficiariesinaccordance with such Payment Schedule. The Trustee shall make provision for the reportingandwithholding of any federal or state taxes that may be required to be withheld with respect tothepayment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to theappropriatetaxing authorities or determine that such amounts have been reported, withheld and paid byCompany.(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under thePlanshall be determined by Dynegy or such party as it shall designate under the Plan, and anyclaim forsuch benefits shall be considered and reviewed under the procedures set out in the Plan.(c) Company may make payment of benefits directly to Plan participants or their beneficiariesas they become due under the terms of the Plan. Company shall notify Trustee of its decisionto makepayment of benefits directly prior to the time amounts are payable to participants or theirbeneficiaries.In addition, if the principal of the Trust, and any earnings thereon, are not sufficient tomake paymentsof benefits in accordance with the terms of the Plan, Company shall make the balance of eachsuchpayment as it falls due. In so much as Trustee has sufficient knowledge, Trustee shall notifyCompanywhere principal and earnings are not sufficient in a reasonably timely fashion prior to apaymentbecoming due.
 
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SECTION 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company isInsolvent.(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries iftheCompany is Insolvent. Company shall be considered “Insolvent” for purposes of this TrustAgreementif (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to apendingproceeding as a debtor under the United States Bankruptcy Code.(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, theprincipal and income of the Trust shall be subject to claims of general creditors of Companyunderfederal and state law as set forth below.(1) The Board of Directors and the President of Company shall have the duty to informTrustee in writing of Company’s Insolvency. If a person claiming to be a creditor ofCompanyalleges in writing to Trustee that Company has become Insolvent, Trustee shalldeterminewhether Company is Insolvent and, pending such determination, Trustee shalldiscontinuepayment of benefits to Plan participants or their beneficiaries.(2) Unless Trustee has actual knowledge of Company’s Insolvency, or has receivednotice from Company or a person claiming to be a creditor alleging that Company isInsolvent,Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in alleventsrely on such evidence concerning Company’s solvency as may be furnished to Trustee andthatprovides Trustee with a reasonable basis for making a determination concerningCompany’ssolvency.(3) If at any time Trustee has determined that Company is Insolvent, the Trustee shalldiscontinue payments to Plan participants or their beneficiaries and shall hold theassets of theTrust for the benefit of Company’s general creditors. Nothing in this Trust Agreementshall inany way diminish any rights of Plan participants or their beneficiaries to pursuetheir rights asgeneral creditors of Company with respect to benefits due under the Plan or otherwise.(4) Trustee shall resume the payment of benefits to Plan participants or beneficiariesin accordance with Section 2 of this Trust Agreement only after Trustee has determined thatCompany is not Insolvent (or is no longer Insolvent).
 
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(c) Provided that there are sufficient assets, if Trustee discontinues the payment ofbenefits from the Trust pursuant to subsection 3(b) hereof and subsequently resumes such payments,the first payment following such discontinuance shall include the aggregate amount of all paymentsdue to Plan participants or their beneficiaries under the terms of the Plan for the period of suchdiscontinuance, less the aggregate amount of any payments made to Plan participants or theirbeneficiaries by Company in lieu of the payments provided for hereunder during any such period ofdiscontinuance.SECTION 4. Payments to Company.Except as provided in Section 3 and 12 hereof, Company shall have no right or power to directTrustee to return to Company or to divert to others any of the Trust assets before all payments ofbenefits have been made to Plan participants and their beneficiaries pursuant to the terms of thePlan.SECTION 5. Investment Authority.(a) Trustee may invest in securities (including stock or rights to acquire stock) orobligationsissued by Employer. All rights associated with assets of the Trust shall be exercised byTrustee or theperson designated by Trustee, and shall in no event be exercisable by or rest with Planparticipants,except that voting rights with respect to Trust assets will be exercised by Company. Companyshallhave the right at anytime, and from time to time in its sole discretion, to substitute assetsof equal fairmarket value for any asset held by the Trust. This right is exercisable by Company in a nonfiduciarycapacity without the approval or consent of any person in a fiduciary capacity.(b) The Trust shall be invested by the Trustee among regulated investment companies whichhave been previously designated as investment fund alternatives by the Company (the“InvestmentFunds”). The Company shall notify the Trustee in writing of the selection of the InvestmentFunds andany changes thereto. The Trustee shall invest the Trust in accordance with the writtendirections of theCompany or to the extent that such directions are not received for all or a portion of theTrust and uponreasonable efforts the Trustee is unable to obtain such directions from the Company, in theTrustee’s discretion among any of the Investment Funds. The Trustee shall have no liability orresponsibility for acting without question on the direction of the Company with respect to Trustinvestments, or for the exercise of investment discretion in the absence of direction from theCompany, unless such actions are contrary to the express provisions of this Trust Agreement or arenegligent or otherwise in willful disregard of the Trustee’s duties under this Trust Agreement.The Company will indemnify the Trustee for liability to any party resulting from the Trusteeacting without question on the direction of the Company with respect to Trust investments, and forliability to any party resulting from the exercise of investment discretion in the absence ofinvestment direction from the Company as to all or a portion of the Trust, unless such actions arecontrary to the express provisions of this Trust Agreement or are negligent or otherwise inwillful disregard of the Trustee’s duties under this Trust Agreement.
 
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SECTION 6. Disposition of Income.During the term of the Trust, all income received by the Trust, net of expenses and taxes,shall be accumulated and reinvested.SECTION 7. Accounting by Trustee.Trustee shall keep accurate and detailed records of all investments, receipts, disbursements,and all other transactions required to be made, including such specific records as shall be agreedupon in writing between Company and Trustee. Within one hundred and twenty (120) days following theclose of each calendar year and within one hundred and twenty (120) days after the removal orresignation of Trustee, Trustee shall deliver to Company a written account of its administration ofthe Trust during such year or during the period from the close of the last preceding year to thedate of such removal or resignation, setting forth all investments, receipts, disbursements andother transactions effected by it, including a description of all securities and investmentspurchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paidor receivable being shown separately), and showing all cash, securities and other property held inthe Trust at the end of such year or as of the date of such removal or resignation, as the case maybe.
 
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SECTION 8. Responsibility of Trustee.(a) Trustee shall act with the care, skill, prudence and diligence under the circumstancesthenprevailing that a prudent person acting in like capacity and familiar with such matters woulduse in theconduct of an enterprise of a like character and with like aims, provided, however, thatTrustee shallincur no liability to any person for any action taken pursuant to a direction, request orapproval givenby Company which is contemplated by, and in conformity with, the terms of the Plan or thisTrustAgreement and is given in writing by Company. In the event of a dispute between Company andaparty, Trustee may apply to a court of competent jurisdiction to resolve the dispute.(b) If Trustee undertakes or defends any litigation arising in connection with this Trust,Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities(including,without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liablefor suchpayments subject to Section 8(g). If Company may be liable for such costs, expenses andliabilitiesunder Section 8(g), then Company shall be given the opportunity to be consulted and toparticipate inthe litigation (including, but not limited to, participating in selection of counsel for suchlitigation) andto disapprove any negotiated settlement. If Company disapproves any negotiated settlement, itisunderstood that Company shall continue to be obligated under Section 8(g) to indemnify andsaveharmless Trustee against further costs with respect to such claim after the date of suchdisapproval, andthe amount (if any) by which the final settlement exceeds the negotiated settlement (but onlyprovidedthat Section 8(g) requires the Company’s indemnification of such amount). If Company does notpaysuch costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain paymentfromthe Trust; provided, however, the Trustee shall not be paid out of the Trust unless: (i)either authorizedto do so by the Company; or (ii) at least 90 days have elapsed since a claim was submitted totheCompany and the Company has not registered any objections to such claim.(c) Trustee may consult with legal counsel (who may also be counsel for Company generally)with respect to any of its duties or obligations hereunder. The Trustee shall obtain approval fromthe Company before such consultation or employment to the extent such action will result in anadditional expense for the Plan or Employer.
 
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(d) Trustee may hire agents, accountants, actuaries, investment advisors, financialconsultants or other professionals to assist it in performing any of its duties or obligationshereunder. The Trustee shall obtain approval from the Company before such consultation oremployment to the extent such action will result in an additional expense for the Plan orEmployer.(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law,unless expressly provided otherwise herein, provided, however, that if an insurance policy isheld as anasset of the Trust, Trustee shall have no power to name a beneficiary of the policy other thanthe Trust,to assign the policy (as distinct from conversion of the policy to a different form) otherthan to asuccessor trustee, or to loan to any person the proceeds of any borrowing against such policy.(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or toapplicable law, Trustee shall not have any power that could give this Trust the objective ofcarrying ona business and dividing the gains therefrom, within the meaning of section 301.7701-2 of theProcedureand Administrative Regulations promulgated pursuant to the Internal Revenue Code.(g) Unless resulting from the Trustee’s negligence, willful misconduct, lack of good faith, orbreach of its duties under this Agreement, the Company shall indemnify and save harmless theTrusteefrom, against, for and in respect of any and all damages, losses, obligations, liabilities,liens,deficiencies, costs and expenses, including without limitation, reasonable attorney’s feesincident toany suit, action, investigation, claim or proceedings suffered, sustained, incurred orrequired to be paidby the Trustee in connection with the Plan or this Trust Agreement. If Company does not paysuchcosts, expenses and liabilities for which it is liable hereunder in a reasonably timelymanner, Trusteemay obtain payment from the Trust unless another payment arrangement is agreed upon in writingbetween the Company and Trustee; provided, however, the Trustee shall not be paid out of theTrustunless: (i) either authorized to do so by the Company; or (ii) at least 90 days have elapsedsince a claimfor compensation or reimbursement was submitted to the Company and the Company has notregistered any objections to such claim.The Trustee shall indemnify and save harmless the Employer from, against, for and in respectof any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses,includingwithout limitation, reasonable attorney’s fees incident to any suit, action, investigation, claimor proceedings suffered, sustained, incurred or required to be paid by the Employer in connectionwith this Trust Agreement resulting from the Trustee’s negligence, willful misconduct, lack ofgood faith, or breach of its duties under this Agreement.
 
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SECTION 9. Compensation and Expenses of Trustee.Company shall pay all administrative and Trustee’s fees and expenses as set forth in thatcertain Fee Agreement by and between Vanguard Group, Inc. and Company. If not so paid, the feesand expenses shall be paid from the Trust unless another payment arrangement is agreed upon inwriting between the Company and Trustee; provided, however, the Trustee shall not be paid out ofthe Trust unless: (i) either authorized to do so by the Company: or (ii) at least 90 days haveelapsed since a claim for compensation or reimbursement was submitted to the Company and theCompany has not registered any objections to such claim.SECTION 10. Resignation and Removal of Trustee.(a) Trustee may resign at any time by written notice to Company, which shall be effectiveforty-five (45) days after receipt of such notice unless Company and Trustee agree otherwise.(b) Trustee may be removed by Company on forty-five (45) days notice or upon shorter noticeaccepted by Trustee.(c) Upon resignation or removal of Trustee and appointment of a successor trustee, all assetsshall subsequently be transferred to the successor trustee. The transfer shall be completedwithin forty-five (45) days after receipt of notice of resignation, removal or transfer, unless Companyextends thetime limit.(d) If Trustee resigns or is removed, a successor shall be appointed, in accordance withSection11 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of thissection. Ifno such appointment has been made, Trustee may apply to a court of competent jurisdiction forappointment of a successor or for instructions. All reasonable expenses of Trustee in connectionwith the proceeding shall be allowed as administrative expenses of the Trust.
 
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SECTION 11. Appointment of Successor.(a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Companymay appoint any third party, such as a bank trust department or other party that may be grantedcorporate trustee powers under state law, as a successor to replace Trustee upon resignation orremoval. The appointment shall be effective when accepted in writing by the new trustee, who shallhave all of the rights and powers of the former Trustee, including ownership rights in the Trustassets. The former Trustee shall execute any instrument necessary or reasonably requested byCompany or the successor trustee to evidence the transfer.SECTION 12. Amendment or Termination.(a) This Trust Agreement may be amended by a written instrument executed by Trustee andCompany. Notwithstanding the foregoing, no such amendment shall conflict with the terms of thePlanor make the Trust revocable after it has become irrevocable in accordance with Section 1(b)hereof.(b) The Trust shall not terminate until the date on which Plan participants and theirbeneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upontermination ofthe Trust any assets remaining in the Trust shall be returned to Company.(c) Upon written approval of participants or beneficiaries entitled to payment of benefitspursuant to the terms of the Plan, Company may terminate this Trust prior to the time allbenefitpayments under the Plan have been made. All assets in the Trust at termination shall bereturned toCompany.
 
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SECTION 13. Confidentiality.(a) The parties acknowledge that during the course of this Agreement they may receive orlearn confidential, business, proprietary or other like information concerning each other, and theTrustee further acknowledges that during the course of this Agreement it may receive or learnconfidential or other like information concerning the Plan and Plan participants and beneficiaries(all such information, collectively, the “Confidential Information”). The parties agree to keepall Confidential Information strictly confidential and not to disclose to any third party anyConfidential Information without the prior written consent of the other party hereto (or the priorwritten consent of Company with respect to Plan or Plan participant or beneficiary ConfidentialInformation). Further, each party covenants and agrees that it will not appropriate anyConfidential Information to its own use or to the use of any third party except if ConfidentialInformation is used in aggregate with other similar information in such a manner as to make itsconfidential nature indistinguishable by source. The parties agree to take at least suchprecautions to protect the Confidential Information as it takes to protect its own confidentialand proprietary information and in the case of Vanguard to the degree of care used to protectsimilar clients Plan or Plan Participants or beneficiaries Confidential Information.(b) Upon learning of any unauthorized disclosure or use of Confidential Information, aparty shall notify the other party hereto promptly and take commercially reasonable measurestoinvestigate and rectify such unauthorized use or disclosure and to protect such ConfidentialInformationfrom further unauthorized disclosure.(c) If a party believes it is required by law, subpoena or court order to disclose anyConfidential Information, then such party shall promptly notify the other party and provide acopy ofthe subpoena, court order or other demand and make reasonable efforts to allow the other partyanopportunity to seek a protective order or other judicial relief unless to do so would violateapplicablelaw.
 
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SECTION 14. Miscellaneous.(a) Any provision of this Trust Agreement prohibited by law or which would cause any amountspayable under the Plan to be subject to additional taxes and interest under section 409A of theCode shall be ineffective to the extent of any such prohibition, without invalidating theremaining provisions hereof.(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreementmay not be anticipated, assigned (either at law or in equity), alienated, pledged, encumberedorsubjected to attachment, garnishment, levy, execution or other legal or equitable process.(c) This Trust Agreement shall be governed by and construed in accordance with the laws ofthe Commonwealth of Pennsylvania.
 
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SECTION 15. Effective Date.The effective date of this Trust Agreement shall be the 1st day of January, 2009.IN WITNESS WHEREOF, this instrument has been executed as of the day and year first abovewritten.         ATTEST:   DYNEGY ADMINISTRATIVE SERVICES COMPANY              By: /s/ [ILLEGIBLE]   Title:Vice President, HR    ATTEST:   VANGUARD FIDUCIARY TRUST COMPANY         /s/ [ILLEGIBLE]    By:   /s/ [ILLEGIBLE]  Title:Principal