Exhibit
10.15
 
 FIRST
AMENDMENT TO THE
 DYNEGY
INC. EXECUTIVE SEVERANCE PAY PLAN
 
 WHEREAS, Dynegy Inc. (the
“Company”) has established and maintains the Dynegy Inc. Executive Severance Pay
Plan (As Amended and Restated Effective January 1, 2008) (the “Plan”) for the
benefit of eligible employees of certain participating employers;
 
 WHEREAS, pursuant to Section
VII of the Plan, the Company reserves the right to amend, in whole or in part,
any or all of the provisions of the Plan at any time prospectively or
retroactively; and
 
 WHEREAS, the Company desires
to amend the Plan to make certain clarifications and to change the service
crediting provisions;
 
 NOW, THEREFORE, BE IT
RESOLVED, that the Plan shall be and hereby is amended as follows,
effective as of January 1, 2010:
 
 I.
 The
following new definition shall be added to the end of Section II of the
Plan:
 
 “ ‘Year of Service’ means each
complete year (365 days) of service, whether or not such years are completed
consecutively, as an employee with the Company, a company affiliated with the
Company, or a predecessor company of the Company for which a Covered Employee is
given credit by the Plan Administrator.”
 
 II.
 
 The
following new sentence shall be added to the end of the first paragraph of
Section IV of the Plan:
 
 “If a
Covered Employee fails to return the Release, fails to return it timely (based
on the required timeframe specified by the Company), or revokes his or her
execution of the Release, the Covered Employee forfeits eligibility for and all
rights to benefits under the Executive Plan.”
 
 III.
 
 The
second sentence of Section IV(A) of the Plan shall be deleted, and the following
new sentence shall be substituted therefor:
 
 “Under
the Executive Plan, an eligible Covered Employee will receive one (1) Month of
Base Pay for each full, completed Year of Service with the Company and a
pro-rated amount for each partial Year of Service, subject to certain minimum
and maximum payment requirements.”
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  IV.
 
 The
eighth sentence of Section IV(A) of the Plan shall be deleted, and the following
new sentence shall be substituted therefor:
 
 “The Plan
Administrator shall determine a Covered Employee’s Months of Base Pay, and the
Covered Employee’s full and partial Years of Service, in its sole
discretion.”
 
 V.
 
 The
following new paragraph shall be added to the end of Section IV(F) of the
Plan:
 
 “If an
employee of the Company is rehired by the Company as a Covered Employee, his or
her Years of Service prior to his or her employment termination will be counted
in determining the amount of benefits under the Executive Plan for which such
Covered Employee is eligible after being rehired.”
 
 VI.
 
 Except as
modified herein, the Plan shall remain in full force and effect.
 
 IN WITNESS WHEREOF, the
undersigned has caused this First Amendment to the Plan to be executed this 12th
day of January, 2010, effective as hereinbefore provided.
 
 DYNEGY
INC. BENEFIT PLANS COMMITTEE MEMBERS
 
 /s/ Julius CoxJulius
      Cox, BPC Chairman/s/ Kevin BlodgettKevin
      Blodgett, BPC Member/s/ Holli NicholsHolli
      Nichols, BPC Member/s/ Lynn LednickyLynn
      Lednicky, BPC Member




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