Exhibit 10.55
 DYNEGY INC.
DEFERRED COMPENSATION PLAN FOR
CERTAIN DIRECTORS
 As Amended and Restated
Effective January 1, 2008




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Table of Contents
 PageARTICLE I Purposes of Plan
    
    
    1ARTICLE II Definitions
    
    
    12.1 Definitions
    
    
    1ARTICLE III Participation
    
    
    43.1 Participation
    
    
    4ARTICLE IV Company and Director Deferrals
    
    
    44.1 Company Deferrals
    
    
    44.2 Director Deferrals
    
    
    5ARTICLE V Deemed Investment of Accounts
    
    
    65.1 Deemed Investments
    
    
    65.2 Changes to Deemed Investments
    
    
    65.3 Exchange Act Restrictions
    
    
    65.4 Earnings Allocations and Account Statements
    
    
    6ARTICLE VI Distributions
    
    
    76.1 Distributions
    
    
    7ARTICLE VII Change in Control
    
    
    97.1 Change in Control
    
    
    9ARTICLE VIII Beneficiary Designation
    
    
    108.1 Beneficiary
    
    
    108.2 Beneficiary Designation; Change of Beneficiary Designation
    
    
    108.3 Acknowledgment
    
    
    108.4 No Beneficiary Designation
    
    
    108.5 Doubt as to Beneficiary
    
    
    108.6 Discharge of Obligations
    
    
    10
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Table
of Contents
 PageARTICLE IX Nature of the Plan and Trust Establishment
    
    
    119.1 Unfunded Nature of Plan and Participants Rights Unsecured
    
    
    119.2 Discretionary Establishment of Trust
    
    
    119.3 Interrelationship of the Plan and the Trust
    
    
    119.4 Distributions From the Trust
    
    
    11ARTICLE X Amendment or Termination
    
    
    1110.1 Amendments to the Plan
    
    
    1110.2 Termination of the Plan
    
    
    11ARTICLE XI Administration
    
    
    1211.1 Plan Rules and Regulations
    
    
    1211.2 Discretion
    
    
    12ARTICLE XII Miscellaneous
    
    
    1312.1 Payment in Event of Incapacity
    
    
    1312.2 Expenses
    
    
    1312.3 Securities Law and Other Restrictions
    
    
    1312.4 No Rights to Continued Service Created
    
    
    1312.5 Successors
    
    
    1312.6 Governing Law
    
    
    1312.7 Headings
    
    
    14Appendix A  Grandfathered Plan Provisions
    
    
    15
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DYNEGY INC.
DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS
 ARTICLE I  Purposes of Plan
  ARTICLE II  Definitions
 2.1
    
    Definitions. The definitions set forth in this Article II apply unless the context
otherwise indicates.
 (a)
    
    Accounts. Accounts means a Participants Company Deferral Account
and Deferred Money Account, excluding such amounts in a Participants Grandfathered
Deferral Account, as applicable.
 (b)
    
    Affiliate. Affiliate means all persons with whom the Company would
be considered a single employer under Section 414(b) or 414(c) of the Code.
 (c)
    
    Beneficiary. Beneficiary with respect to a Participant is the person
designated or otherwise determined under the provisions of Article VIII as the
distributee of benefits payable after the Participants death. A person designated or
otherwise determined to be a Beneficiary under the terms of the Plan has no interest in
or right under the Plan until the Participant in question has died. A person will
cease to be a Beneficiary on the day on which all benefits to which such person is
entitled under the Plan have been distributed.
 Board
 (e)
    
    Cash Compensation. Cash Compensation means all cash amounts payable
by the Company or an Affiliate to a Qualified Director for his or her services to the
Company as a Qualified Director (i) including, without limitation, the retainers for
service on the Board and fees specifically paid for attending regular or special meetings of the
Board and Board committees or for acting as the chair of a committee, but (ii)
excluding expense allowances or reimbursements.
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(f)
    
    Change in Control. Change in Control means the occurrence of any of
the following events: (i) a merger of the Company with another entity, a consolidation
involving the Company, or the sale of all or substantially all of the assets or equity
interests of the Company to another entity if, in any such case, (A) the holders of
equity securities of the Company immediately prior to such event do not beneficially
own immediately after such event equity securities of the resulting entity entitled to
fifty-one percent (51%) or more of the votes then eligible to be cast in the election
of directors (or comparable governing body) of the resulting entity in substantially
the same proportions that they owned the equity securities of the Company immediately
prior to such event or (B) the persons who were members of the Board immediately prior
to such event do not constitute at least a majority of the board of directors of the
resulting entity immediately after such event; (ii) the dissolution or liquidation of
the Company, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S.
Code, as amended; (iii) a circumstance where any person or entity, including a group
as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or
control (including, without limitation, power to vote) of fifty percent (50%) or more
of the combined voting power of the outstanding securities of, (A) if the Company has
not engaged in a merger or consolidation, the Company, or (B) if the Company has
engaged in a merger or consolidation, the resulting entity; (iv) circumstances where,
as a result of or in connection with, a contested election of directors, the persons
who were members of the Board immediately before such election shall cease to
constitute a majority of the Board; or (v) the Board adopts a resolution declaring that
a Change in Control has occurred. For purposes of the Change in Control definition,
(1) resulting entity in the context of an event that is a merger, consolidation or
sale of all or substantially all of the subject assets or equity interests shall mean
the surviving entity (or acquiring entity in the case of an asset or equity interest
sale), unless the surviving entity (or acquiring entity in the case of an asset sale)
is a subsidiary of another entity and the holders of common stock of the Company
receive capital stock of such other entity in such transaction or event, in which event
the resulting entity shall be such other entity, and (2) subsequent to the consummation
of a merger or consolidation that does not constitute a Change in Control, the term
the Company shall refer to the resulting entity and the term Board shall refer to
the board of directors (or comparable governing body) of the resulting entity.
 (g)
    
    Code. Code means the Internal Revenue Code of 1986, as amended
(including, when the context requires, all regulations, interpretations and rulings
issued thereunder). Any reference to a specific provision of the Code includes a
reference to that provision as it may be amended from time to time and to any successor
provision.
 (h)
    
    Common Stock. Common Stock means the Class A common stock, $0.01 par
value, of the Company.
 (i)
    
    Company. Company means Dynegy Inc., a Delaware corporation.
 (j)
    
    Company Deferral Account. Company Deferral Account shall have the
meaning specified in Section 4.1(a) hereof.
 (k)
    
    Computation Date. Computation Date shall have the meaning specified
in Section 7.1.
 (l)
    
    Deferred Money Account. Deferred Money Account shall have the
meaning specified in Section 4.2(d) hereof.
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(m)
    
    Dynegy Stock Fund. Dynegy Stock Fund shall have the meaning
specified in Section 5.1 hereof.
 (n)
    
    Effective Date. Effective Date means January 1, 2008.
 (o)
    
    Exchange Act. Exchange Act means the Securities Exchange Act of
1934, as amended. Any reference to a specific provision of the Exchange Act includes a
reference to that provision as it may be amended from time to time and to any successor
provision.
 (p)
    
    Funds. Funds shall have the meaning specified in Section 5.1 hereof.
 (q)
    
    Grandfathered Deferral Account. Grandfathered Deferral Account means
the balances of a Participants Company Deferral Account and Deferred Money Account
that are attributable to deferrals prior to January 1, 2005 and the related earnings
thereon, if any.
 (r)
    
    Participant. Participant is a current or a former Qualified Director
whose account amounts have been credited under the Plan and who has not ceased to be a
Participant pursuant to Section 3.1.
 (s)
    
    Phantom Stock Amount.  Phantom Stock Amount means the quarterly
phantom stock grant dollar amount for a member of the Board as recommended by the
Governance Committee of the Company and approved by the Board.
 (t)
    
    Plan. Plan means the Dynegy Inc. Deferred Compensation Plan For
Certain Directors as provided herein and as amended from time to time.
 (u)
    
    Plan Administrator. Plan Administrator means the Company; provided,
that the Company has delegated to Dynegy Administrative Services Company, an Affiliate,
certain recordkeeping and plan administration functions.
 (v)
    
    Plan Rules. Plan Rules means the rules, policies, practices or
procedures adopted by the Plan Administrator pursuant to Section 11.1.
 (w)
    
    Plan Year. Plan Year means the period commencing on January 1 of
each calendar year and continuing through December 31 of such calendar year.
 (x)
    
    Qualified Director. Qualified Director shall have the meaning
specified in Section 3.1 hereof.
 (y)
    
    Section 409A. Section 409A means Code Section 409A and all rules,
regulations, interpretations and rulings issued thereunder.
 (z)
    
    Section 409A Change in Control. Section 409A Change in Control shall
have the meaning specified in Section 10.2(b).
 (aa)
    
    Securities Act. Securities Act means the Securities Act of 1933, as
amended. Any reference to a specific provision of the Securities Act includes a
reference to that provision as it may be amended from time to time and to any successor
provision.
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(bb)
    
    Separation from Service. Separation from Service means a complete
termination of a Qualified Directors service with the Company and all Affiliates as a
director, voluntarily or involuntarily, for any reason or, if less than a complete
termination, such service decreases to a level that is less than 20 percent of the
average level of services performed by the Participant over the immediately preceding
36-month period. For the sake of clarity and notwithstanding anything to the contrary,
a Participant shall be considered to have incurred a Separation from Service for
purposes of the Plan if such separation constitutes a separation from service within
the meaning of Final Regulation Section 1.409A-1(h).
 (cc)
    
    Trading Day. Trading Day means a day during which trading in
securities generally occurs in the principal securities market in which Common Stock is
traded.
 (dd)
    
    Trust. Trust means one or more grantor trusts established, if any,
as provided in Article IX, by and between Dynegy Administrative Services Company, as a
Plan Administrator pursuant to the delegation of certain administrative authority by
the Company, and the trustee named pursuant to a trust agreement.
 ARTICLE III  Participation
 3.1
    
    Participation. An individual who is a member of the Board and who is not an employee
of the Company or any Affiliate, shall become a Qualified Director under the Plan 0n the later
0f (a) the Effective Date 0r (b) the date he 0r she becomes such a Board member. An
individual who was a Qualified Director or other Participant in the Plan on the day prior to
the Effective Date shall remain as a Qualified Director or Participant in the Plan as of the
Effective Date. An individual shall cease to be a Participant as of the date his or her
account balances have been distributed.
 ARTICLE IV  Company and Director Deferrals
 4.1
    
    Company Deferrals.
 (a)
    
    Quarterly Deferral Amount. On each March 31, June 30, September 30 and
December 31 that occurs after the Effective Date, the Plan Administrator shall credit
to a Company deferral account on behalf of each Qualified Director (a Company Deferral
Account) a number of hypothetical shares (including fractional shares) of Common Stock
equal to (a) the Phantom Stock Amount divided by (b) the closing price of a share of
Common Stock on the last Trading Day of the calendar quarter ending on such March 31,
June 30, September 30 or December 31, as applicable; provided, however, that a
Qualified Directors Company Deferral Account shall receive such credit only if such
individual was a Qualified Director on the March 31, June 30, September 30 or December
31 to which such credit relates or he or she incurred a Separation from Service during
the calendar quarter ending on such date by reason of death or disability. The Company
Deferral Account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amount to be paid to a Participant
pursuant to the Plan, if any.
 (b)
    
    Dividends. Dividends and other distributions that would be paid with
respect to a number of shares of Common Stock equal to the number of hypothetical
 shares of Common Stock credited to a Participants Company Deferral Account as of the
date of such dividend or other distribution shall be credited to the Participants
Company Deferral Account as of such date and shall be deemed to be invested in hypothetical
 shares (including fractional shares) of Common Stock based on the closing price of a
share of Common Stock on the date of such dividend or other distribution (or the
next preceding Trading Day if such date is not a Trading Day). Amounts credited to a
Participants Company Deferral Account shall be paid to or on behalf of the
Participant as hereinafter provided.
 (c)
    
    Vesting. A Qualified Director shall be 100% vested in his or her
Company Deferral Account.
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4.2
    
    Director Deferrals.
 (a)
    
    Annual Election to Defer Cash Compensation. With respect to any Plan
Year, a Qualified Director may irrevocably elect, in accordance with this Section 4.2
and Plan Rules, to defer the receipt of all or a portion of his or her Cash
Compensation earned during that Plan Year. In the event that the deferral election is
expressed as a percentage of Cash Compensation, any such deferral election will
automatically apply to any adjusted Cash Compensation during the applicable Plan Year.
 (b)
    
    Time of Filing Election. A deferral election will not be effective
unless it is made on a properly completed election form received by the Company before
the first day of the Plan Year to which the deferral election relates or such earlier
time as may be required by the Company. However, in the case of an individual who
first becomes a Qualified Director on or after the first day of a Plan Year, the
deferral election may be made within 30 days after the date such individual becomes a
Qualified Director, which shall apply to the Cash Compensation earned after the date of
such election; provided such new Qualified Director was not eligible to participate in
a plan of the Company that is to be aggregated with this Plan under Treasury Regulation
Section 1.409A-1(c)(2).
 (c)
    
    Duration of Deferral Elections. A deferral election made pursuant to
this Section 4.2 for a Plan Year (or remainder thereof in the case of a new Qualified
Director) is irrevocable after the latest date by which the deferral election is
required to be given to the Plan Administrator for such Plan Year (or remainder
thereof) and will remain in effect for future Plan Years unless and until the Qualified
Director changes his or her deferral for future Plan Years. A Qualified Director may
change his or her deferral, including reducing it to zero, by delivering a new deferral
election not later than the day before the first Plan Year to which the new deferral
election relates or such earlier time as may be required by the Plan Administrator.
 (d)
    
    Deferred Money Account. For each Qualified Director electing to defer
Cash Compensation under the Plan in accordance with this Section 4.2, there shall be
maintained a deferred money account (a Deferred Money Account). Deferred Compensation
of each Qualified Director shall be credited as a dollar amount to the Qualified
Directors Deferred Money Account on the date such Cash Compensation otherwise would be
payable in cash to the Qualified Director. The Deferred Money Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amount to be paid to a Participant pursuant to the Plan, if any.
 (e)
    
    Vesting. A Participant shall at all times be 100% vested in his or her
Deferred Money Account.
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ARTICLE V  Deemed Investment of Accounts
 5.1
    
    Deemed Investments. Each Participant shall designate, in accordance with Plan Rules,
the manner in which the amounts allocated to his or her Deferred Money Account shall be deemed
to be invested from among the investment funds made available from time to time for such
purpose (the Funds); provided, however, that one of the Funds that shall be made available
for purposes of this Section 5.1 shall be a hypothetical fund maintained by the Plan
Administrator consisting primarily of Common Stock (the Dynegy Stock Fund). A Participant
may designate one of such Funds for the deemed investment of all such amounts allocated to the
Participants Deferred Money Account, or he or she may split the deemed investment of such
amounts allocated to his or her Deferred Money Account among such Funds in such increments as
the Plan Administrator may prescribe. If a Participant fails to make a proper designation,
then his or her Deferred Money Account shall be deemed to be invested in the Fund or Funds
designated by the Plan Administrator from time to time in a uniform and nondiscriminatory
manner.
 5.2
    
    Changes to Deemed Investments.
 (a)
    
    A Participant may change his or her deemed investment designation for future
deferrals to be allocated to the Participants Deferred Money Account. Any such change
shall be made in accordance with Plan Rules, and the frequency of such changes may be
limited by the Plan Administrator.
 (b)
    
    A Participant may elect to convert his or her deemed investment designation
with respect to the amounts already allocated to the Participants Deferred Money
Account. Any such conversion shall be made in accordance with Plan Rules, and the
frequency of such conversions may be limited by the Plan Administrator. No election of
a conversion designation by a Participant which has the effect of increasing the total
amount allocated to the Dynegy Stock Fund may be made on a date which is less than six
months following (i) the date of any prior election of a conversion designation by such
Participant which had the effect of decreasing the total amount allocated to the Dynegy
Stock Fund or (ii) the date of any election by such Participant with respect to any
other plan of the Company or any subsidiary thereof which had the effect (directly or
indirectly) of making a disposition on behalf of such Participant of Common Stock. No
election of a conversion designation by a Participant which has the effect of
decreasing the total amount allocated to the Dynegy Stock Fund may be made on a date
which is less than six months following (1) the date of any prior election of a
conversion designation by such Participant which had the effect of increasing the total
amount allocated to the Dynegy Stock Fund or (2) the date of any election by such
Participant with respect to any other plan of the Company or any subsidiary thereof
which had the effect (directly or indirectly) of making an acquisition on behalf of the
Participant of Common Stock. The restrictions set forth in the two preceding sentences
shall not apply to a Participant at any time he or she is not subject to Section 16(b)
of the Exchange Act.
 5.3
    
    Exchange Act Restrictions. The restrictions contained in the Plan regarding
investment designations, changes, and/or conversions by Participants who are subject to
Section 16(b) of the Exchange Act respecting the Dynegy Stock Fund are intended to comply
with, and enable such Participants to rely upon, the exemption provided by Rule 16b-3 under
the Exchange Act. Any future amendment to Rule 16b-3 or any successor rule promulgated by the
Securities and Exchange Commission affecting the investment by such Participants in the Dynegy
Stock Fund shall be incorporated by reference herein and be deemed to be an amendment to the
Plan in order that such Participants shall continue to be entitled to rely upon the exemption
provided by such rule without any interruption. Notwithstanding the foregoing, the Board may alter the
designation, change and/or conversion restrictions applicable to Participants, as set forth
in the Plan, as a result of changes in Rule 16b-3 under the Exchange Act.
 5.4
    
    Earnings Allocations and Account Statements. The balance of each account maintained
on behalf of a Participant shall reflect the result of daily pricing of the assets in which
such account is deemed invested from time to time until the time of distribution. Each
Participant shall be furnished at least annually with a statement of his accounts, which
statement shall show the balance, if any, credited to each of his or her Deferred Money
Account and Company Deferral Account.
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ARTICLE VI  Distributions
 6.1
    
    Distributions.
 (a)
    
    Elections as to Time and Form of Payment.
 (i)
    
    Initial Election. Except as otherwise provided in this
Section 6.1(a)(iv) or in Sections 6.1(g), 7.1 and 10.2, a Participant shall
elect, in accordance with Plan Rules and subject to Section 409A, the manner of
distribution (as described in clause (ii)) and the time of distribution (as
defined in clause (iii)), provided such election, as it relates to deferrals
under Sections 4.1 and 4.2, is made no later than the date of the initial
deferral election in the first year of participation and, as it relates to
deferrals credited under Sections 4.1 and 4.2 after the first year of
participation, is made no later than the close of the Plan Year preceding the
first Plan Year during which the services giving rise to such Cash Compensation
are performed or such earlier time as may be required by the Plan
Administrator.
 (ii)
    
    Form of Distribution. When making an election as to
the form of payment of his or her Accounts, a Participant may elect to receive
the balance in such Accounts in a lump sum or in monthly, quarterly, or annual
installment payments over a specified term certain. In the event a Participant
fails to elect (or elect timely) the form in which his or her Account benefit
payments are to be made, such benefit payments shall be in the form of a
single, lump sum payment to such Participant.
 (iii)
    
    Time of Distribution. When making an election as to
the time of payment of his or her Accounts, a Participant may elect to receive
the balance in such Accounts as of the later of his or her Separation from
Service or a specified date or dates following his or her Separation from
Service. If no such election is made with respect to such Accounts, the
Participants Accounts will be distributed as of his or her Separation from
Service. Distribution upon a Separation from Service will be made, or will
commence, as soon as administratively practicable following his or her
Separation from Service, but no later than the end of the calendar year in
which the Separation from Service occurs or, if later, the 15th day
of the third month following the Separation from Service. Distributions upon a
specified date will be made, or will commence, as soon as administratively
practicable following such specified date, but no later than the end of the
calendar year in which the specified date occurs or, if later, the
15th day of the third month following the specified date.
 (iv)
    
    Redeferral Election. A Participant may elect to change
the time and manner of his or her distribution provided, in accordance with
Treasury Regulation Section 1.409A-2(b), (A) the Participant elects, in accordance with Plan Rules and
subject to Section 409A, at least twelve (12) months prior to the date that
the Participants first scheduled payment was to begin, (B) the election may
not take effect until at least 12 months after the date on which the
election is made, and (C) the election defers the first payment at least
five (5) years beyond the date
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(b)
    
    Medium of Distribution. Subject to the provisions of the Plan that
specify that certain payments shall be made in cash, a Participant shall have the right
to make a one-time election, in accordance with Plan Rules, to receive payments under
the Plan that are attributable to the balance in his or her Company Deferral Account in
 shares of Common Stock or cash; provided, however, that if the Company determines that
shareholder approval of this restatement of the Plan is necessary or desirable under
applicable law and/or the rules of any national or regional securities exchange on
which the Common Stock has been listed in order to make such payments under the Plan in
 shares of Common Stock, then a Participant shall not have the right to make any such
election and he or she shall be deemed to have elected to receive such payments in cash
if the first such payment that is payable to such Participant is required to be paid to
him or her pursuant to this Section 6.1 prior to the date upon which such shareholder
approval is obtained by the Company.
 (c)
    
    Amount of Distribution for Deferred Money Account. Payments under the
Plan that are attributable to the balance in a Participants Deferred Money Account
shall be paid in cash, and the amount of each such payment shall be computed by
dividing the unpaid balance in the Participants Deferred Money Account (determined as
of the date of such payment unless another determination date is expressly specified in
the Plan) by the remaining number of payments to be made under the Plan to the
Participant.
 (d)
    
    Amount of Distribution for Company Deferral Account.
 (i)
    
    Common Stock Payment. If a Participant elects to
receive such payments in shares of Common Stock, then the number of shares
included in each payment shall equal the number of whole shares determined by
dividing the total number of hypothetical shares of Common Stock credited to
his or her Company Deferral Account as of the date of such payment by the
remaining number of payments to be made under the Plan to the Participant (and
the value of any fractional share shall be paid in cash based on the closing
price of a share of Common Stock on the Trading Day next preceding the date of
payment).
 (ii)
    
    Cash Payment. If a payment to a Participant under the
Plan that is attributable to the Participants Company Deferral Account is to
be paid in cash, then the amount of such payment shall be computed by dividing
the unpaid value of the Participants Company Deferral Account (determined
based on the closing price of a share of Common Stock on the Trading Day next
preceding the date of such payment (or on the Trading Day next preceding such
other determination date as is expressly specified in the Plan)) by the
remaining number of payments to be made under the Plan to the Participant.
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(e)
    
    Adjustments to Dynegy Stock Fund. If the Company determines that any
distribution (whether in the form 0f cash, shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or
other securities of the Company, issuance of warrants or other rights to purchase
 shares or other securities of the Company, or other similar corporate transaction or
event affects the Common Stock such that an adjustment is determined by the Company to
be appropriate in order to prevent dilution or enlargement of the benefits intended to
be provided under the Plan, then the Company shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of shares of Common Stock (or
other securities or property) comprising the Dynegy Stock Fund, (ii) the number and
type of hypothetical shares of Common Stock (or other securities or property) credited
to a Participants Company Deferral Account, and (iii) the number and type of shares of
Common Stock (or other securities or property), if any, to be distributed to a
Participant pursuant to Section 6(b).
 (f)
    
    Adjustments to Accounts. Once an amount has been paid to a Participant
or his Beneficiary, such amount shall be debited from the Participants Deferred Money
Account or Company Deferral Account, as applicable.
 (g)
    
    Death of Participant. If a Participant shall cease to be a Board
member by reason of his or her death or if he or she shall die after he or she shall be
entitled to distributions hereunder but prior to receipt of all distributions
hereunder, then the aggregate unpaid balance in such Participants Deferred Money
Account and Company Deferral Account (computed as of the date of his or her death)
shall be distributed in a single, lump sum cash payment to such Beneficiary as the
Participant shall designate in accordance with Article VIII, or in the absence of such
designation, shall be distributed to the individual or estate as determined under
Section 8.4. Distribution shall be made as soon as possible following the
Participants death, but no later than the end of the calendar year in which such death
occurs or, if later, the 15th day of the third month following such death.
 ARTICLE VII  Change in Control
 7.1
    
    Change in Control. Notwithstanding any provision in Article VI to the contrary, if a
Qualified Director incurs a Separation from Service with the Company (or any successor) as a
result of or in connection with a Change in Control that occurs no later than two years
following such Change in Control, then the aggregate unpaid balance in the Participants
Deferred Money Account and Company Deferral Account (computed as of the later of the date of
such Change in Control or the date such Participant incurs such a Separation from Service with
the Company (or any successor) (the Computation Date)) shall be paid to the Participant in a
single, lump sum cash payment as soon as administratively feasible, but no later than 30 days,
after the Computation Date in full satisfaction of all of such Qualified Directors benefits
hereunder.
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ARTICLE VIII  Beneficiary Designation
 8.1
    
    Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant.
 8.2
    
    Beneficiary Designation; Change of Beneficiary Designation. A Participant shall
designate his or her Beneficiary by completing and signing a beneficiary designation form, and
returning it to the Plan Administrator. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of a beneficiary
designation form and Plan Rules, as in effect from time to time. Upon the acceptance by the
Plan Administrator of a new beneficiary designation form, all Beneficiary designations
previously filed shall be canceled. The Company shall be entitled to rely on the last
beneficiary designation form filed by the Participant and accepted by the Plan Administrator
prior to his or her death.
 8.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Plan Administrator.
 8.4
    
    No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 8.1, 8.2 and 8.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participants benefits, then the
benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor
or personal representative of the Participants estate, or if none is appointed within six
months of his or her death, to his or her spouse, or if not then living, to his or her then
living descendents, per stirpes.
 8.5
    
    Doubt as to Beneficiary. If the Plan Administrator has any doubt as to the proper
Beneficiary to receive payments pursuant to the Plan, the Plan Administrator shall have the
right, exercisable in its discretion, to withhold such payments until this matter is resolved
to the Plan Administrators satisfaction.
 8.6
    
    Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge the Company and all Affiliates from all further
obligations under the Plan with respect to the Participant.
 ARTICLE IX  Nature of the Plan and Trust Establishment
 9.1
    
    Unfunded Nature of Plan and Participants Rights Unsecured. The Plan constitutes a
mere promise by the Company to make benefit payments in the future. Plan benefits herein
provided are to be paid out of the general assets of Dynegy Administrative Services Company,
an Affiliate of the Company, and the right of any Participant to receive a distribution
hereunder shall be an unsecured claim against the general assets of the Company and Dynegy
Administrative Services Company, an Affiliate of the Company. The deferred compensation and
benefits hereunder may not be encumbered or assigned by a Participant. The Plan Administrator
may, but shall not be obligated to, acquire shares of outstanding Common Stock, or other
investment assets from time to time in anticipation of the obligation to make distributions
under the Plan, but no Participant shall have any rights in or against any shares of Common
Stock or other investment assets so acquired or in any cash or other investment assets held in
his or her Company Deferral Account and Deferred Money Account. All such Common Stock, other
investment assets and cash shall constitute general assets of Dynegy Administrative Services
Company and may be disposed of by the Plan Administrator at such time and for such purposes as
it may deem appropriate.
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9.2
    
    Discretionary Establishment of Trust. Notwithstanding anything to the contrary,
Dynegy Administrative Services Company, in its sole and absolute discretion in its role as a
Plan Administrator pursuant to the delegation of certain administrative authorities by the
Company, may establish one or more accounts, funds or grantor trusts (the Trust) to reflect
obligations under the Plan and may make such investments as it may deem desirable to assist in
meeting such obligations.  The Plan Administrator may transfer money or other property to any
such Trust, and the Trust shall pay Plan benefits to Participants and their Beneficiaries out
of the Trust Fund. Assets held in such Trust shall remain assets of Dynegy Administrative
Services Company, subject to the claims of general creditors of Dynegy Administrative Services
Company. No Participant or Beneficiary shall have any preferred claim to, or any beneficial
ownership interest in, any assets of the Trust, and Participants shall have the status of
general unsecured creditors of the Company and Dynegy Administrative Services Company.
 9.3
    
    Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern
the rights of a Participant to receive distributions pursuant to the Plan. The provisions of
the Trust shall govern the rights of Dynegy Administrative Services Company, Participants and
the creditors of the Company and Dynegy Administrative Services Company to the assets
transferred to the Trust. The Company shall at all times remain liable to carry out its
obligations under the Plan.
 9.4
    
    Distributions From the Trust. The Companys obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Companys obligations under the Plan.
 ARTICLE X  Amendment or Termination
 10.1
    
    Amendments to the Plan. The Board may amend the Plan at any time, without the
consent of the Participants or other beneficiaries; provided, however, that no amendment shall
divest any Participant or Beneficiary of rights to which he or she would have been entitled if
the Plan had been terminated on the effective date of such amendment except to the extent
necessary to comply with any applicable law, rule or regulation, including, but not limited
to, Code Section 409A. Notwithstanding the foregoing, the Plan and any payment hereunder may
be amended unilaterally by the Board at any time to make such changes as may be required to
comply with Section 409A.
 10.2
    
    Termination of the Plan. The Board shall have the right to terminate the Plan at any
time. Upon termination of the Plan, distributions in respect of credits to a Participants
account as of the date of the termination shall be made in the manner and at the time
heretofore prescribed. If the Plan is terminated and a Trust has been established (as
described in Section 9.1), the Trust will pay benefits as provided under the amended or
terminated Plan. Notwithstanding the foregoing, the Board may, in its sole discretion,
terminate the Plan and accelerate the time and form of payment of benefits under the Plan,
only under the following circumstances:
 (a)
    
    The Board may terminate and liquidate the Plan within twelve months of a
corporate dissolution taxed under Code Section 331, or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the remaining
unpaid benefits under the Plan are included in the Participants respective gross
incomes in the latest of: (A) the calendar year in which the Plan termination and
liquidation occurs; (B) the first calendar year in which such benefits are no longer
subject to a substantial risk of forfeiture; or (C) the first calendar year in which
the payment is administratively practicable.
 (b)
    
    The Board may terminate and liquidate the Plan in connection with the
occurrence of a change in control event (within the meaning of Treasury Regulation
Section 1.409A-3(i)(5)) (a Section 409A Change in Control), provided that the
following requirements are satisfied:
 (i)
    
    The Board takes irrevocable action to terminate and liquidate
the Plan during the period beginning thirty (30) days preceding the Section
409A Change in Control and ending twelve (12) months following such Section
409A Change in Control;
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(ii)
    
    The benefits of each Participant under the Plan and all other
plans and other arrangements that are treated as single plan with this Plan
under Treasury Regulation Sections 1.409A-1(c) and 1.409A-3(j)(4)(ix)
(collectively, the Other Arrangements) are distributed within twelve (12)
months following the date that all necessary action to terminate and liquidate
the Plan and the Other Arrangements is irrevocably taken; and
 (iii)
    
    All Other Arrangements are terminated and liquidated with
respect to each Participant who experienced such Section 409A Change in
Control. For purposes of any Section 409A Change in Control that results from
an asset purchase transaction, the applicable service recipient (within the
meaning of Code Section 409A) with the discretion to liquidate and terminate
the Plan and the Other Arrangements shall be the service recipient that is
primarily liable immediately after the transaction for the payment of the Plan
benefits.
 (c)
    
    The Board may terminate and liquidate the Plan for any other reason, provided
that:
 (i)
    
    The termination and liquidation of the Plan does not occur
proximate to a downturn in the financial health of the Company and all of its
Affiliates;
 (ii)
    
    The Company and all of its Affiliates terminate and liquidate
all Other Arrangements;
 (iii)
    
    No payments in liquidation of the Plan are made within twelve
months of the date that the Company takes all necessary action to irrevocably
terminate and liquidate the Plan, other than payments that would be payable
under the terms of the Plan if the action to terminate and liquidate the Plan
had not occurred;
 (iv)
    
    All payments are made within 24 months of the date that the
Company takes all necessary action to irrevocably terminate and liquidate the
Plan; and
 (v)
    
    The Company and all Affiliates do not adopt any Other
Arrangement at any time during the three-year period following the date the
Company takes all necessary action to irrevocably terminate and liquidate the
Plan.
 (d)
    
    The Board may terminate and liquidate the Plan upon such other events and
conditions as permitted under Section 409A.
 ARTICLE XI  Administration
 11.1
    
    Plan Rules and Regulations. The Plan Administrator has the discretionary power and
authority to make such Plan Rules as the Plan Administrator determines to be consistent with
the terms, and advisable in connection with the administration, of the Plan and to modify or
rescind any such Plan Rules.
 11.2
    
    Discretion. The Plan Administrator has the sole discretionary power and authority to
make all determinations necessary for administration of the Plan and to construe, interpret,
apply and enforce the provisions of the Plan and Plan Rules whenever necessary to carry out
its intent and purpose and to facilitate its administration, including, without limitation,
the discretionary power and authority to remedy ambiguities, inconsistencies, omissions and
erroneous benefit calculations and to make a determination as to the right of any person to a
benefit under the Plan. In the exercise of its discretionary power and authority, the Plan
Administrator will treat all similarly situated persons uniformly.
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ARTICLE XII  Miscellaneous
 12.1
    
    Payment in Event of Incapacity. If any individual entitled to receive any payment
under the Plan is, in the judgment of the Plan Administrator, physically, mentally or legally
incapable of receiving or acknowledging receipt of the payment, and no legal representative
has been appointed for the individual, the Plan Administrator may (but is not required to)
cause the payment to be made to any one or more of the following as may be chosen by the Plan
Administrator: the Beneficiary; the institution maintaining the individual; a custodian for
the individual under the Uniform Transfers to Minors Act of any state; or the individuals
spouse, child, parent, or other relative by blood or marriage. The Plan Administrator is not
required to see to the proper application of any such payment, and the payment completely
discharges all claims under the Plan against the Company, and the Plan to the extent of the
payment.
 12.2
    
    Expenses. Costs of administration of the Plan will be paid by the Plan
Administrator.
 12.3
    
    Securities Law and Other Restrictions. Notwithstanding any other provision of the
Plan or any agreements entered into pursuant to the Plan to the contrary, the Company is not
required to issue or distribute any Common Stock under the Plan, and a Participant or
distributee may not sell, assign, transfer or otherwise dispose of Common Stock issued or
distributed pursuant to the Plan, unless (a) there is in effect with respect to such Common
Stock a registration statement under the Securities Act and any applicable securities laws of
a state or foreign jurisdiction or an exemption from such registration under the Securities
Act and applicable state or foreign securities laws, and (b) there has been obtained any other
consent, approval or permit from any other regulatory body which the Company, in its sole
discretion, deems necessary or advisable. The Company may condition such issuance,
distribution, sale or transfer upon the receipt of any representations or agreements from the
parties involved, and the placement of any legends on certificates representing Common Stock,
as may be deemed necessary or advisable by the Company in order to comply with such securities
law or other restrictions.
 12.4
    
    No Rights to Continued Service Created. Neither the establishment of or
participation in the Plan gives any individual the right to continued service on the Board or
limits the right of the Company or its stockholders to terminate or modify the terms and
conditions of service of such individual on the Board or otherwise deal with any individual
without regard to the effect that such action might have on him or her with respect to the
Plan.
 12.5
    
    Successors. Except as otherwise expressly provided in the Plan, all obligations of
the Company under the Plan are binding on any successor to the Company whether the successor
is the result of a direct or indirect purchase, merger, consolidation or otherwise of all of
the business and/or assets of the Company.
 12.6
    
    Governing Law. Questions pertaining to the construction, validity, effect and
enforcement of the Plan will be determined in accordance with the internal, substantive laws
of the State of Delaware without regard to the conflict of laws rules of the State of Delaware
or any other jurisdiction.
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12.7
    
    Headings. The headings of Sections are included solely for convenience of reference;
if there exists any conflict between such headings and the text of the Plan, the text will
control.
 IN WITNESS WHEREOF,
 DYNEGY INC.By:
    /s/ J. Kevin BlodgettName:
    J. Kevin BlodgettTitle:
    EVP, Administration  14




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APPENDIX A
Grandfathered Plan Provisions
  Deemed Investment of Deferred Money Accounts
 (a)
    
    For the period preceding July 1, 2003, amounts credited to a
Participants Deferred Money Account shall be deemed to be invested in
accordance with the provisions of the Plan then in effect. From and after July
1, 2003, amounts credited to a Participants Deferred Money Account shall be
deemed to be invested in accordance with the following provisions of this
Section 1.
 (b)
    
    Each Participant shall designate, in accordance with the
procedures established from time to time by the Company, the manner in which
the amounts allocated to his or her Deferred Money Account shall be deemed to
be invested from among the Funds; provided, however, that one of the Funds that
shall be made available for purposes of this Section 1 shall be the Dynegy
Stock Fund. Such Participant may designate one of such Funds for the deemed
investment of all such amounts allocated to the Participants Deferred Money
Account or he or she may split the deemed investment of such amounts allocated
to his or her Deferred Money Account among such Funds in such increments as the
Company may prescribe. If a Participant fails to make a proper designation,
then his or her Deferred Money Account shall be deemed to be invested in the
Fund or Funds designated by the Company from time to time in a uniform and
nondiscriminatory manner.
 (c)
    
    A Participant may change his or her deemed investment
designation for future deferrals to be allocated to the Participants Deferred
Money Account. Any such change shall be made in accordance with the procedures
established by the Company, and the frequency of such changes may be limited by
the Company.
 (d)
    
    A Participant may elect to convert his or her deemed investment
designation with respect to the amounts already allocated to the Participants
Deferred Money Account. Any such conversion shall be made in accordance with
the procedures established by the Company, and the frequency of such
conversions may be limited by the Company. No election of a conversion
designation by a Participant which has the effect of increasing the total
amount allocated to the Dynegy Stock Fund may be made on a date which is less
than six months following (i) the date of any prior election of a conversion
designation by such Participant which had the effect of decreasing the total
amount allocated to the Dynegy Stock Fund or (ii) the date of any election by
such Participant with respect to any other plan of the Company or any
subsidiary thereof which had the effect (directly or indirectly) of making a
disposition on behalf of such Participant of Common Stock. No election of a
conversion designation by a Participant which has the effect of decreasing the
total amount allocated to the Dynegy Stock Fund may be made on a date which is
less than six months following (1) the date of any prior election of a
conversion designation by such Participant which had the effect of increasing
the total amount allocated to the Dynegy Stock Fund or (2) the date of
any election by such Participant with respect to any other plan of the
Company or any subsidiary thereof which had the effect (directly or
indirectly) of making an acquisition on behalf of the Participant of Common
Stock. The restrictions set forth in the two preceding sentences shall not
apply to a Participant at any time he or she is not subject to Section 16(b)
of the Exchange Act.
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(e)
    
    The restrictions contained in the Plan regarding investment
designations, changes, and/or conversions by Participants who are subject to
Section 16(b) of the Exchange Act respecting the Dynegy Stock Fund are intended
to comply with, and enable such Participants to rely upon, the exemption
provided by Rule 16b-3 under the Exchange Act. Any future amendment to Rule
16b-3 or any successor rule promulgated by the Securities and Exchange
Commission affecting the investment by such Participants in the Dynegy Stock
Fund shall be incorporated by reference herein and be deemed to be an amendment
to the Plan in order that such Participants shall continue to be entitled to
rely upon the exemption provided by such rule without any interruption.
Notwithstanding the foregoing, the Board may alter the designation, change
and/or conversion restrictions applicable to Participants, as set forth in the
Plan, as a result of changes in Rule 16b-3 under the Exchange Act.
 Earnings Allocations and Account Statements
 Distribution
 (a)
    
    If a Participants service as a director terminates prior to
July 1, 2003, then such Participants benefits under the Plan shall be paid in
accordance with the provisions of the Plan then in effect. Subject to the
provisions of Sections 3(c), 4 and 7, if a Participants service as a director
terminates during the six-month period beginning on July 1, 2003, then the
aggregate amounts credited to his or her Deferred Money Account and Company
Deferral Account (determined as provided in Sections 3(d), (e), (f) and (g))
shall be paid to such Participant in such number of annual installments as
shall be determined by the Company in its sole discretion (but not exceeding
ten (10) annual installments). The Company may counsel with a Participant prior
to such determination, and each such annual installment shall be made as of
January 31, beginning with the January 31 following the termination of the
Participants service as a director. Except as expressly provided in the
preceding provisions of this Section 3(a), the following provisions of this
Section 3 shall apply only to a Participant whose service as a director
terminates after December 31, 2003.
 (b)
    
    A Participant shall elect, subject to the provisions of
Sections 3(c), 4 and 7, the time (which may not be prior to the date on which
he or she terminates service as a director) and the mode (which may either be a
lump sum payment or monthly, quarterly, or annual installment payments over a
specified term certain) for payment of the aggregate amounts credited to his or
her Deferred Money Account and Company Deferral Account. A Participant may
revise his or her election regarding the time and mode of payment of amounts
credited to his or her accounts only if, and at such time as, such revised
election is approved by a Rule 16b-3 Committee (as hereinafter
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(c)
    
    If a Participant shall cease to be a director by reason of his
or her death or if he or she shall die after he or she shall be entitled to
distributions hereunder but prior to receipt of all distributions hereunder,
then the aggregate unpaid balance in such Participants Deferred Money Account
and Company Deferral Account (computed as of the date of his or her death)
shall be distributed in a single lump sum cash payment to his or her
Beneficiary, or in the absence of such designation, to his or her personal
representative, or if none is appointed within six months of his or her death
to his or her spouse, or if not then living, to his or her then living
descendents, per stirpes.
 (d)
    
    Payments under the Plan that are attributable to the balance in
a Participants Deferred Money Account shall be paid in cash, and the amount of
each such payment shall be computed by dividing the unpaid balance in the
Participants Deferred Money Account (determined as of the date of such payment
unless another determination date is expressly specified in the Plan) by the
remaining number of payments to be made under the Plan to the Participant
 (e)
    
    Subject to the provisions of the Plan that specify that certain
payments shall be made in cash, a Participant shall have the right to make a
one-time election (at the time and in accordance with the procedures prescribed
by the Company) to receive payments under the Plan that are attributable to the
balance in his or her Company Deferral Account in shares of Common Stock or
cash; provided, however, that if the Company determines that shareholder
approval of this restatement of the Plan is necessary or desirable under
applicable law and/or the rules of any national or regional securities exchange
on which the Common Stock has been listed in order to make such payments under
the Plan in shares of Common Stock, then a Participant shall not have the right
to make any such election and he or she shall be deemed to have elected to
receive such payments in cash if the first such payment that is payable to such
Participant is required to be paid to him or her pursuant to this Section 3
prior to the date upon which such shareholder approval is obtained by the
Company. If the Participant elects to receive such payments in shares of Common
Stock, then the number of shares included in each payment shall equal the
number of whole shares determined by dividing the total number of hypothetical
 shares of Common Stock credited to his or her Company Deferral Account as of
the date of such payment by the remaining number of payments to be made under
the Plan to the Participant (and the value of any fractional share shall be
paid in cash based on the closing price of a share of Common Stock on the
Trading Day next preceding the date of payment). If a payment to a Participant
under the Plan that is attributable to the Participants Company Deferral
Account is to be paid in cash, then the amount of
such payment shall be computed by dividing the unpaid value of the
Participants Company Deferral Account (determined based on the closing
price of a share of Common Stock on the Trading Day next preceding the date
of such payment (or on the Trading Day next preceding such other
determination date as is expressly specified in the Plan)) by the remaining
number of payments to be made under the Plan to the Participant.
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(f)
    
    If the Company determines that any distribution (whether in the
form of cash, shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of shares or other
securities of the Company, issuance of warrants or other rights to purchase
 shares or other securities of the Company, or other similar corporate
transaction or event affects the Common Stock such that an adjustment is
determined by the Company to be appropriate in order to prevent dilution or
enlargement of the benefits intended to be provided under the Plan, then the
Company shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of shares of Common Stock (or other securities or
property) comprising the Dynegy Stock Fund, (ii) the number and type of
hypothetical shares of Common Stock (or other securities or property) credited
to a Participants Company Deferral Account, and (iii) the number and type of
 shares of Common Stock (or other securities or property), if any, to be
distributed to a Participant pursuant to Section 3(e).
 (g)
    
    Once an amount has been paid to a Participant or his
beneficiary, such amount shall be debited from the Participants Deferred Money
Account or Company Deferral Account, as applicable.
 Change in Control
 Participants Rights Unsecured
 Amendments to Appendix A
 Termination of the Plan
  18