**TABLE OF CONTENTS**       **PAGE**      I. DEFINITIONS AND CONSTRUCTION  2      1.1 Definitions  2 1.2 Number and Gender  12 1.3 Headings  12 1.4 Construction  12      II. PURPOSE OF PLAN AND EFFECT OF RESTATEMENT  13      2.1 Purpose of Plan  13 2.2 Effect of Restatement  13      III. PARTICIPATION  14      3.1 Eligibility  14 3.2 Participation Service  14 3.3 Disabled Participants  14      IV. ACCRUAL SERVICE  15      4.1 Accrual Service  15 4.2 Effect of Termination of Employment and Reemployment on Accrual Service  15      V. RETIREMENT BENEFITS  16      5.1 Normal Retirement  16 5.2 Early Retirement  17      VI. SEVERANCE BENEFITS AND DETERMINATION OF VESTED INTEREST  19      6.1 No Benefits Unless Herein Set Forth  19 6.2 Severance Benefit  19 6.3 Vesting Service  20 6.4 Cash-Outs and Forfeitures  21      VII. DEATH BENEFITS  22      7.1 Before Annuity Starting Date  22 7.2 After Annuity Starting Date  24 7.3 Payment of Accumulation  24 7.4 Cash-Out of Death Benefit  24      VIII. TIME AND FORM OF PAYMENT OF BENEFITS  25      8.1 Time of Payment of Benefits  25 8.2 Restrictions on Time of Payment of Benefits  25 8.3 Standard Form of Benefit for Participants  30 
 
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       **PAGE**      8.4 Election Concerning Form of Benefit  30 8.5 Alternative Forms of Benefit  31 8.6 Cash-Out of Accrued Benefit  32 8.7 Direct Rollover Election  33 8.8 Special Distribution Limitations  33 8.9 Cessation of Certain Payments if Liquidity Shortfall  34 8.10 Beneficiaries and Joint Annuitants  34 8.11 Reemployment of Participants  34 8.12 Withdrawal of Accumulation  35 8.13 Commercial Annuities  36 8.14 Unclaimed Benefits  36 8.15 Claims Procedures  37      IX. LIMITATIONS ON BENEFITS  41      9.1 Limitations Imposed by Code Section 415  41 9.2 Definitions  41 9.3 Other Rules  52 9.4 Modification of Assumptions for Interest Rates and Mortality Tables  53      X. FUNDING  54      10.1 No Contributions by Participants  54 10.2 Employer Contributions  54 10.3 Forfeitures  54 10.4 Payments to Funding Agent  54 10.5 Return of Contributions  54      XI. ADMINISTRATION OF THE PLAN  55      11.1 Appointment of Committee  55 11.2 Records and Procedures  55 11.3 Meetings  55 11.4 Self-Interest of Members  55 11.5 Compensation and Bonding  56 11.6 Committee Powers and Duties  56 11.7 Employer to Supply Information  57 11.8 Indemnification  57      XII. FUNDING AGENT AND ADMINISTRATION OF THE FUND  58      12.1 Funding Agent  58 12.2 Payment of Expenses  58 12.3 Fund Property  58 12.4 Authorization of Benefit Payments  59 12.5 Payments Solely from Fund  59 12.6 No Benefits to the Employer  59      XIII. FIDUCIARY PROVISIONS  60      13.1 Article Controls  60 13.2 General Allocation of Fiduciary Duties  60 
 
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       **PAGE**  13.3 Fiduciary Duty  60 13.4 Delegation of Fiduciary Duties  61 13.5 Investment Manager  61      XIV. PARTICIPATING EMPLOYERS  62      14.1 Designation of Other Employers  62 14.2 Single Plan  62      XV. AMENDMENTS  63      15.1 Right to Amend  63 15.2 Limitations on Amendments  63      XVI. TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION  64      16.1 Right to Terminate or Partially Terminate  64 16.2 Procedure in the Event of Termination or Partial Termination  64 16.3 Merger, Consolidation, or Transfer  64      XVII. MISCELLANEOUS PROVISIONS  65      17.1 Not Contract of Employment  65 17.2 Alienation of Interest Forbidden  65 17.3 Uniformed Services Employment and Reemployment Rights Act Requirements  65 17.4 Payments to Minors and Incompetents  65 17.5 Participant’s and Beneficiary’s Addresses  66 17.6 Incorrect Information, Fraud, Concealment, or Error  66 17.7 Severability  66 17.8 Jurisdiction  66 17.9 Appendices  66      XVIII. TOP-HEAVY STATUS  67      18.1 Article Controls  67 18.2 Definitions  67 18.3 Top-Heavy Status  69 18.4 Top-Heavy Vesting Schedule  69 18.5 Top-Heavy Benefit  69 18.6 Termination of Top-Heavy Status  70 18.7 Effect of Article  71      **APPENDIX A: DYNEGY PORTABLE RETIREMENT BENEFITS**         **APPENDIX B: MERGER OF DMS PLAN**         **APPENDIX C: MERGER OF DMG PLAN**         **APPENDIX D: PARTICIPATING EMPLOYERS**    
 
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**DYNEGY INC. RETIREMENT PLAN****Dynegy Inc.**, a Delaware corporation (the “Company”), hereby adopts this restatement of theDynegy Inc. Retirement Plan (the “Plan”), effective as of the Effective Date, or as otherwisespecified herein.**R E C I T A L S:**The Company has previously established the Plan for the exclusive benefit of Eligible Employees ofthe Employer and their beneficiaries;The Company wants to recognize the lasting contribution made by Eligible Employees to thesuccessful operation of the Employer, and wants to reward their contribution by continuing thePlan;The Company wishes to amend and restate the Plan for the following purposes: (i) to reflectapplicable changes made to the Plan pursuant to the Economic Growth and Tax Relief ReconciliationAct of 2001 (“EGTRRA”); (ii) to reflect additional amendments made to the Plan pursuant tosubsequent changes in the Internal Revenue Code of 1986, as amended (the “Code”) and regulationspromulgated thereunder; and (iii) to incorporate amendments made to the Plan following its lastrestatement;The Company has authorized the execution of this Plan, which is intended to continue the Plan’squalification under Code Sections 401(a) and 501(a);The provisions of this Plan, as amended and restated, shall apply solely to an Employee whoterminates employment with the Employer on or after the restated Effective Date of this Plan; andIf an Employee terminates employment with the Employer prior to the restated Effective Date, thatEmployee shall be entitled to benefits under the Plan as the Plan existed on the Employee’stermination date.
 
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**I.****DEFINITIONS AND CONSTRUCTION****1.1****Definitions****.**Where the following words and phrases appear in the Plan, they shallhave the respective meanings set forth below, unless their context clearly indicates to thecontrary.(a) **Accrual Service****:**The measure of Service used in determining a Participant’sAccrued Benefit as determined pursuant to Section 4.1.(b) **Accrued Benefit****:**The benefit determined under the Plan expressed in the form of aPension commencing as of Normal Retirement Date.(c) **Accumulation:** The sum of the contributions, if any, made by a Participant underthe Plan, plus any interest credited thereon, which contributions and interest have not previouslybeen withdrawn by the Participant. Interest will be credited on a Participant’s contributions,compounded annually, at the rate of 2% per annum prior to July 1, 1970, 3% per annum from July 1,1970 through December 31, 1975, 5% per annum from January 1, 1976 through November 30, 1981, 7% perannum from December 1, 1981 through December 31, 1987, and, for each Plan Year thereafter, thegreater of (i) 7% per annum or (ii) 120% of the Federal mid-term rate (as in effect under CodeSection 1274 for the first month of such Plan Year) per annum for such Plan Year. Effective January1, 1973, interest will be credited from the January 1 next following the date on which eachcontribution was made under the Plan to the first day of the month of the first to occur of (i) theParticipant’s Retirement, (ii) the Participant’s date of death, or (iii) the date the Participantelects the return of his Accumulation as provided in Section 8.12.(d) **Act:** The Employee Retirement Income Security Act of 1974, as amended.(e) **Actuarial Equivalent:** Equality in value of the aggregate amounts expected to bereceived under different times and forms of payment based upon a 7% per annum interest rateassumption (or, if lower, the interest rate specified by the Pension Benefit Guaranty Corporation(“PBGC”) to be used to determine the amount of lump sum benefits paid by the PBGC under plans thePBGC trustees) and mortality rate assumptions determined under the 86 PET-88.70 mortality table (atable prepared by the Wyatt company, based on experience underlying the 1971 Group AnnuityMortality Table, without margins, with a projection of mortality improvement to 1986 and weightingthe mortality 88.7% male and 11.3% female); provided, however, that in determining the amount of alump sum payment or level income option, the Applicable Mortality Table and the Applicable InterestRate shall be utilized. Notwithstanding the foregoing, the amount payable under the level incomeoption in accordance with the preceding sentence shall be no less than the level income optionamount determined using an interest rate of 7% per annum and the 86 PET-8870 mortality table basedon the Participant’s Accrued Benefit as of May 31, 2005 and the Participant’s age as of his AnnuityStarting Date.(f) **Amergen Affiliate:** Any affiliate of Amergen within its controlled group ofcorporations or a controlled group of trades or businesses, as defined in Code Sections 414(b) and414(c), respectively.(g) **Annuity Starting Date:** Subject to the modifications under certain circumstancesdescribed in Sections 8.1 and 8.2, with respect to each Participant or beneficiary, the first dayof the first period for which an amount is payable to the Participant or beneficiary from theFund as an annuity or in any other applicable form available under the terms of the Plan.
 
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(h) **Applicable Interest Rate:** The annual rate of interest determined in accordancewith Code Section 417(e)(3)(C) for the lookback month preceding the first day of the stabilityperiod. Effective on and after January 1, 2008, the annual rate is the adjusted first, second andthird segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) for thefifth month before the Plan Year that contains the Annuity Starting Date with respect to thebenefit, or such other time as the Secretary of the Treasury may prescribe by regulation. Forpurposes of this Paragraph, the adjusted first, second and third segment rates are the first,second and third segment rates which would be determined under Code Section 430(h)(2)(c) if (i)Code Section 430(h)(2)(D) were applied by substituting the average yields for the month describedin clause (ii) for the average yields for the 24-month period described in such section; (ii) CodeSection 430(h)(2)(G)(i)(II) were applied by substituting “section 417(e)(3)(A)(ii)(II)” for“section 412(b)(5)(B)(ii)(II)”; and (iii) the applicable percentage under Code Section 430(h)(2)(G)were determined in accordance with the following table:     **For Plan Year** **Applicable Percentage**      2008  20%     2009  40%     2010  60%     2011  80%(i) **Applicable Mortality Table****:**The mortality table prescribed by the Secretary ofthe Treasury pursuant to Code Section 417(e)(3)(B).(j) **Average Monthly Compensation****:**The result obtained by dividing the totalCompensation paid to an Employee during a considered period by the number of months for whichCompensation was received during the considered period, as determined in a uniform manner by theEmployer based on records maintained by the Employer. The considered period shall be sixtyconsecutive months within the last one hundred twenty months preceding the date the Employee’sAccrual Service ceases that yield the highest average Compensation (disregarding any months forwhich the Employee received no Compensation); provided, that if a Participant has less than sixtyconsecutive months of employment, his considered period shall be all of his completed months ofemployment (disregarding any months for which the Participant received no Compensation).(k) **Average Monthly Covered Compensation****:**One-twelfth of the average (withoutindexing) of the Social Security Taxable Wage Bases in effect for each calendar year during thethirty-five year period ending with the last day of the calendar year in which the Participantattains (or will attain) Social Security Retirement Age. For this purpose, the Social SecurityTaxable Wage Base for the Plan Year in which the determination is being made and for any subsequentPlan Year shall be assumed to be the same as the Social Security Taxable Wage Base in effect as ofthe beginning of the Plan Year in which the determination is being made. Further,a Participant’s Average Monthly Covered Compensation for a Plan Year after the thirty-fiveyear period described above shall be the Participant’s Average Monthly Covered Compensation for thePlan Year during which the Participant attained Social Security Retirement Age. Finally, aParticipant’s Average Monthly Covered Compensation for a Plan Year prior to such thirty-five yearperiod shall be the Social Security Taxable Wage Base in effect as of the beginning of such PlanYear.
 
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(l) **Code****:**The Internal Revenue Code of 1986, as amended.(m) **Committee****:**The Dynegy Inc. Benefit Plans Committee appointed to administer thePlan, which is comprised of any individual who becomes a member of the Dynegy Inc. Benefit PlansCommittee pursuant to Section 11.1 of the Plan, until any such individual ceases to be a member ofthe Dynegy Inc. Benefit Plans Committee pursuant to Section 11.1 of the Plan.(n) **Company****:**Dynegy Inc., a Delaware corporation, and any successor thereto.(o) **Compensation****:**The regular basic compensation paid to a Participant for servicesactually rendered or labor performed for the Employer to the extent such amounts are includable ingross income, subject to the following adjustments and limitations:(1) Overtime pay, bonuses, and incentive or other supplemental or extra pay shall beexcluded; provided, however that if a Participant is scheduled to work a 12 hour shift, theregularly scheduled overtime will be included as Compensation, and is calculated bymultiplying his straight time hourly rate of pay by the number of 12 hour shift regularlyscheduled overtime hours for which he is paid.(2) The following shall be included to the extent that they would otherwise constituteregular basic compensation (as adjusted by subparagraph (1) above):(A) Elective contributions made on a Participant’s behalf by the Employer thatare not includable in income under Code Sections 125, 402(e)(3), 402(h), or 403(b)and any amounts that are not includable in the gross income of a Participant under asalary reduction agreement by reason of the application of Code Section 132(f);(B) Compensation deferred under an eligible deferred compensation plan withinthe meaning of Code Section 457(b); and(C) Employee contributions described in Code Section 414(h) that are picked upby the employing unit and are treated as employer contributions.(3) Notwithstanding the foregoing provisions of this Section 1.1(o), effective January1, 2002, the Compensation of any Participant taken into account for purposes of the Plan(including for purposes of determining a Participant’s Accrued Benefit under the Plan) shallbe limited to $200,000 for any Plan Year with such limitation to be:(A) Adjusted automatically to reflect any cost-of-living increases authorizedby Code Section 401(a)(17) (with the adjustment for a calendar yearbeing applicable to any period, not exceeding twelve months, over which theAverage Monthly Compensation is determined which begins with or within such calendaryear); and(B) Prorated to the extent required by applicable law.
 
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For purposes of determining benefit accruals in Plan Years beginning after December 31,2001, the annual Compensation limitation in this subparagraph (3) for determination periodsbeginning before January 1, 2002, shall be $150,000 for any determination period beginningin 1996 or earlier; $160,000 for any determination period beginning in 1997, 1998, or 1999;and $170,000 for any determination period beginning in 2000 or 2001.(p) **Compensation Committee:** The Compensation and Human Resources Committee of theBoard of Directors of the Company.(q) **Controlled Entity****:**Each corporation that is a member of a controlled group ofcorporations, within the meaning of Code Section 414(b), of which the Company or the Employer is amember, each trade or business (whether or not incorporated) with which the Company or the Employeris under common control, within the meaning of Code Section 414(c), and each organization that is amember of an affiliated service group, within the meaning of Code Section 414(m), of which theCompany or the Employer is a member.(r) **Direct Rollover****:**A payment by the Plan to an Eligible Retirement Plan designatedby a Distributee.(s) **Directors****:**The Board of Directors of the Company.(t) **Distributee****:**Each (i) Participant entitled to an Eligible Rollover Distribution,(ii) Participant’s surviving spouse with respect to the interest of such surviving spouse in anEligible Rollover Distribution, and (iii) former spouse of a Participant who is an alternate payeeunder a qualified domestic relations order, as defined in Code Section 414(p), with regard to theinterest of such former spouse in an Eligible Rollover Distribution.(u) **Early Retirement Age****:**The date upon which a Participant attains fifty-five yearsof age.(v) **Early Retirement Date:** The first day of the month coincident with or nextfollowing the Participant’s attainment of his Early Retirement Age.(w) **Effective Date****:**January 1, 2009, as to this restatement of the Plan, except (i)as otherwise indicated in specific provisions of the Plan and (ii) that provisions of the Planrequired to have an earlier effective date by applicable statute and/or regulation shall beeffective as of the required effective date in such statute and/or regulation and shall apply, asof such required effective date, to any plan merged into this Plan.
 
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(x) **Eligible Employee****:**Each Employee other than (i) an Employee whose terms ofemployment are governed by a collective bargaining agreement between a collective bargaining unitand the Employer unless such agreement provides for coverage of such individual under thePlan, (ii) a nonresident alien who receives no earned income from the Employer thatconstitutes income from sources within the United States, (iii) a Leased Employee, (iv) anindividual who is deemed to be an Employee pursuant to Treasury Regulations issued under CodeSection 414(o), and (v) an Employee who has waived participation in the Plan through any meansincluding, but not limited to, an Employee whose employment is governed by a written agreement withthe Employer (including an offer letter setting forth the terms and conditions of employment) thatprovides that the Employee is not eligible to participate in the Plan (a general statement in theagreement, offer letter, or other communication stating that the Employee is not eligible forbenefits shall be construed to mean that the Employee is not an Eligible Employee). Notwithstandingany provision in the Plan to the contrary, no individual who is designated, compensated, orotherwise classified or treated by the Employer as an independent contractor or other non-commonlaw employee shall be eligible to become a Participant in the Plan. It is expressly intended thatindividuals not treated as common law employees by the Employer are to be excluded from Planparticipation even if a court or administrative agency determines that such individuals are commonlaw employees.(y) **Eligible Retirement Plan****:**Any of (i) an individual retirement account describedin Code Section 408(a); (ii) an individual retirement annuity described in Code Section 408(b);(iii) an annuity plan described in Code Section 403(a); (iv) a qualified plan described in CodeSection 401(a), which, under its provisions does, and under applicable law may, accept aDistributee’s Eligible Rollover Distribution; (v) an annuity contract described in Code Section403(b); and (vi) an eligible plan under Code Section 457(b) which is maintained by a state,political subdivision of a state, or agency or instrumentality of a state or political subdivisionof a state and which agrees to separately account for the amounts transferred into such plan fromthis Plan. The definition of Eligible Retirement Plan shall also apply in the case of adistribution to a surviving spouse or to a spouse or former spouse who is an alternate payee undera qualified domestic relations order, as defined in Code Section 414(p).(z) **Eligible Rollover Distribution****:**With respect to a Distributee, any distributionof all or any portion of the Accrued Benefit of a Participant other than (i) a distribution that isone of a series of substantially equal periodic payments (not less frequently than annually) madefor the life (or life expectancy) of the Distributee or the joint lives (or joint lifeexpectancies) of the Distributee and the Distributee’s designated beneficiary or for a specifiedperiod of ten years or more; (ii) a distribution to the extent such distribution is required underCode Section 401(a)(9); (iii) the portion of a distribution that is not includable in gross income(determined without regard to the exclusion for net unrealized appreciation with respect toemployer securities); and (iv) any other distribution so designated by the Internal Revenue Servicein revenue rulings, notices, and other guidance of general applicability. Notwithstanding theforegoing or any other provision of the Plan, a portion of a distribution shall not fail to be anEligible Rollover Distribution merely because the portion consists of after-tax employeecontributions which are not includable in gross income; provided, however, that such portion may betransferred only to an individual retirement account or annuity described in Code Sections 408(a)or (b) or to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) thatagrees to separately account for amounts so transferred, including separately accounting for theportion of such distribution which is includable in gross income and the portion of suchdistribution which is not so includable.
 
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(aa) **Eligible Surviving Spouse****:**With respect to a Participant who dies prior to hisAnnuity Starting Date, a surviving spouse to whom a deceased Participant was married throughout thetwelve-month period preceding his death.(bb) **Employee****:**Each (i) individual employed by the Employer (as reported on theEmployer’s payroll records and for whom the Employer has FICA taxes withheld), and (ii) LeasedEmployee.(cc) **Employer****:**Each entity that has been designated to participate in the Planpursuant to the provisions of Article XIV and is so listed in Appendix D. The Company is not anEmployer.(dd) **Employment Commencement Date****:**The date on which an individual first performs anHour of Service.(ee) **Employment Year****:**With respect to each Participant, a twelve consecutive monthperiod beginning on the Participant’s Employment Commencement Date and any anniversary thereof or,in the event of a termination of employment that results in any One-Year Break-in-Service, hisReemployment Commencement Date and any anniversary thereof.(ff) **Entry Date****:**The first day of each calendar month.(gg) **Final Average Monthly Compensation****:**The result obtained by dividing the totalCompensation paid to an Employee during the considered period by the number of months for whichCompensation was received during the considered period. The considered period shall be thethirty-six consecutive months of employment with the Employer preceding the date the Participant’sAccrual Service ceases; provided that if a Participant has less than thirty-six consecutive monthsof employment with the Employer, his considered period shall be all of his completed months ofemployment. In determining a Participant’s Final Average Monthly Compensation under thisparagraph, Compensation for any month during a Plan Year in excess of one-twelfth of the SocialSecurity Taxable Wage Base in effect at the beginning of the Plan Year for which the determinationis being shall not be taken into account.(hh) **Fund****:**The fund established pursuant to Section 12.1 to hold and invest PlanAssets and from which the Plan benefits are distributed. When there is more than one Fund, the term“Fund” shall refer to all such Funds.(ii) **Funding Agent****:**The legal reserve life insurance company or trustee selected tohold and/or invest the Plan Assets, and if and when directed, to pay benefits provided under thePlan. When there is more than one Funding Agent, the term “Funding Agent” shall refer to all suchFunding Agents.
 
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(jj) **Hour of Service****:**Each hour for which an individual is directly or indirectlypaid, or entitled to payment, by the Employer or a Controlled Entity as an Employee for theperformance of duties or for reasons other than the performance of duties; provided, however, thatno more than 501 Hours of Service shall be credited to an individual on account of any continuousperiod during which he performs no duties. Such Hours of Service shall be credited to theindividual for the computation period in which such duties were performed or in whichoccurred the period during which no duties were performed. An Hour of Service also includeseach hour, not credited above, for which back pay, irrespective of mitigation of damages, has beeneither awarded or agreed to by the Employer or a Controlled Entity. These Hours of Service shall becredited to the individual for the computation period to which the award or agreement pertainsrather than the computation period in which the award, agreement, or payment is made. The number ofHours of Service to be credited to an individual for any computation period shall be governed byDepartment of Labor Regulation sections 2530.200b-2(b) and (c). Hours of Service shall also includeany hours required to be credited by federal law other than the Act or the Code, but only under theconditions and to the extent so required by such federal law. Further, an individual’s Hours ofService shall also include any hours required to be credited under Code Section 414(n) and theapplicable interpretative authority thereunder while such individual was a Leased Employee (orwould have been a Leased Employee but for the requirements of clause (i) of the definition of suchterm set forth in Section 1.1(ll)).The preceding notwithstanding, for purposes of determining Hours of Service with respect to anindividual whose hours are not required to be tracked under the Fair Labor Standards Act, and wherehourly records are not maintained for such individual, such individual shall be credited Hours ofService under the 190 hour equivalency provisions of Department of Labor Regulation section2530.200b-3 pursuant to which an individual who is credited with one Hour of Service forperformance of duties in a month shall be credited with 190 Hours of Service for such month;provided, however, with respect to a Participant with 3 or more Employment Years as of June 1,2005, such Participant shall be credited, beginning with the month in which the 190 hourequivalency provisions are first applicable, with the better of the Hours of Service calculatedapplying (i) such 190 hour equivalency provisions or (ii) 10 Hours of Service for each day forwhich the individual would, if hourly records were maintained, be required to be credited with atleast one Hour of Service for the performance of duties.In the case of an individual who is paid for reasons other than the performance of duties andwhose payment made or due is calculated on the basis of units of time, such individual shall becredited with the number of regularly scheduled working hours included in the units of time on thebasis of which the payment is calculated. In the case of an individual who is paid for reasonsother than the performance of duties and who is without a regular work schedule, such individualshall be credited with eight Hours of Service per day (to a maximum of forty (40) Hours of Serviceper week) for each day that the individual is so paid.In no event shall Hours of Service include any period of service with a corporation or otherentity prior to the date it became a Controlled Entity or after it ceases to be a Controlled Entityexcept to the extent required by law, or to the extent determined by the Committee. The Committee,in its discretion, may credit individuals with Hours of Service based on employment with an entityother than the Employer, but only if and when such individual becomes an Eligible Employee and onlyif such crediting of Hours of Service (i) has a legitimate business reason, (ii) does not by designor operation discriminate significantly in favor of highly compensated employees, and (iii) isapplied to all similarly-situated Eligible Employees. In addition, the Committee, in itsdiscretion, may credit individuals with Hours of Service based on imputed service for periods aftersuch individual has commenced participation in the Plan while such individual is not performingservice for the Employer or while such individual is
 
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an Employee with a reduced work schedule, butonly if (i) such service would not otherwise be credited as  Hours of Service, (ii) such crediting of Hours of Service (1) has a legitimate businessreason, (2) does not by design or operation discriminate significantly in favor of highlycompensated employees, and (3) is applied to all similarly situated employees, and (iii) theindividual has not permanently ceased to perform service as an Employee, provided that thepreceding clause (iii) of this sentence shall not apply if (A) the individual is not performingservice for the Employer because of a disability, (B) the individual is performing service foranother employer under an arrangement that provides some ongoing business benefit to the Employer,or (C) for purposes of vesting and accrual, the individual is performing service for anotheremployer that is being treated under the Plan as actual service with the Employer.(kk) **Hypothetical Accumulation****:**The sum of the contributions, if any, made by theParticipant under the Plan, plus any interest credited thereon, which contributions and interesthave not previously been withdrawn by the Participant. For purposes of calculating a Participant’sHypothetical Accumulation, interest will be credited on a Participant’s contributions, compoundedannually, at the rate of 2% per annum prior to July 1, 1970, 3% per annum, from July 1, 1970through December 31, 1975, 5% per annum from January 1, 1976 through November 30, 1981, 7% perannum from December 1, 1981 through December 31, 1987, 120% of the Federal mid-term rate (as ineffect under Code Section 1274 for the first month of a Plan Year) per annum from January 1, 1988until the date of the Participant’s withdrawal of his Accumulation pursuant to Section 8.12 (the“Withdrawal Date”), and, for the period, if any, beginning on the Withdrawal Date and ending on hisNormal Retirement Date, the Applicable Interest Rate per annum in effect from time to time duringsuch period.(ll) **Leased Employee****:**Each person who is not an employee of the Employer or aControlled Entity but who performs services for the Employer or a Controlled Entity pursuant to anagreement (oral or written) between the Employer or a Controlled Entity and any leasingorganization, provided that (i) such person has performed such services for the Employer or aControlled Entity or for related persons (within the meaning of Code Section 144(a)(3)) on asubstantially full-time basis for a period of at least one year and (ii) such services areperformed under primary direction or control by the Employer or a Controlled Entity.(mm) **Normal Retirement Age****:**The date upon which a Participant attains sixty-fiveyears of age.(nn) **Normal Retirement Date:** The first day of the month coincident with or nextfollowing the Participant’s attainment of his Normal Retirement Age.(oo) **One-Year Break-in-Service****:**Any Employment Year during which an individual hasless than 501 Hours of Service. Solely for purposes of determining whether a One-YearBreak-in-Service has occurred, an Hour of Service shall include each normal work hour, nototherwise credited in Section 1.1(jj), during which an individual is absent from work by reason ofthe individual’s pregnancy, the birth of a child of the individual, the placement of a child withthe individual in connection with the adoption of such child by the individual, or for purposes ofcaring for such child for the period immediately following such birth or placement. The Committeemay in its discretion require, as a condition to the crediting of Hours of Service under thepreceding sentence, that the individual furnish appropriate and timely information to the Committeeestablishing the reason for any such absence. Such Hours of Service shall be creditedto the individual for the computation period in which the absence from work begins if suchcrediting is necessary to prevent the occurrence of a One-Year Break-in-Service in such computationperiod; otherwise such Hours of Service shall be credited to the individual in the next followingcomputation period.
 
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(pp) **Participant****:**Each individual who has met the eligibility requirements forparticipation in the Plan as set forth in Article III herein.(qq) **Participation Service****:**The measure of service used in determining an Employee’seligibility to participate in the Plan as determined pursuant to Section 3.2.(rr) **Pension****:**With respect to a Participant entitled to receive benefits under thePlan, a series of monthly payments for the life of the Participant.(ss) **Period of Service****:**Each period of an individual’s Service commencing on hisEmployment Commencement Date or a Reemployment Commencement Date, if applicable, and ending on aSeverance from Service Date. Notwithstanding the foregoing, a period during which an individual isabsent from Service by reason of the individual’s pregnancy, the birth of a child of theindividual, the placement of a child with the individual in connection with the adoption of suchchild by the individual, or for the purposes of caring for such child for the period immediatelyfollowing such birth or placement shall not constitute a Period of Service between the first andsecond anniversary of the first date of such absence. A Period of Service shall also include anyperiod required to be credited as a Period of Service by federal law, other than the Act or theCode, but only under the conditions and to the extent so required by such federal law.(tt) **Period of Severance****:**Each period of time commencing on an individual’s Severancefrom Service Date and ending on a Reemployment Commencement Date.(uu) **Plan****:**The Dynegy Inc. Retirement Plan.(vv) **Plan Assets****:**Any and all assets of the Plan held by the Funding Agent pursuantto the Plan.(ww) **Plan Year****:**The twelve-consecutive month period commencing January 1 of eachyear.(xx) **Qualified Optional Survivor Annuity:** An annuity for the life of the Participantwith a survivor annuity for the life of the spouse which is equal to 75% of the annuity which ispayable during the joint lives of the Participant and the spouse that is the Actuarial Equivalentof the standard form of benefit and that is provided in compliance with Code Section 417(g)commencing as of January 1, 2008.(yy) **Reemployment Commencement Date****:**The first date upon which an individual performsan Hour of Service following a Severance from Service Date.(zz) **Retirement****:**With respect to each Participant, termination of his employment withthe Employer on or after his Early Retirement Date or Normal Retirement Date.
 
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(aaa) **Service****:**The period of an individual’s employment with the Employer or aControlled Entity. In no event shall Service include any period of service with a corporation orother entity prior to the date it became a Controlled Entity or after it ceases to be a ControlledEntity except to the extent required by law; provided, however, that:(1) Each individual who was employed by LS Power Generation, LLC, LS Power Development,LLC or LS Power Company, LLC (each an “LS Power Entity”) immediately prior to the “EffectiveTime” (as defined below) and who subsequently becomes employed by an Employer after theEffective Time on or before December 31, 2007, shall be credited with Service solely forpurposes of determining such individual’s Vesting Service under Section A-10 of Appendix Abased upon his original date of hire with an LS Power Entity;(2) Each individual who was employed by Wood Group Power Operations, Inc., WorleyParsons Group, Inc., North American Energy Services Co., Prime South, Inc. or GeneralElectric International, Inc. (each a “Prior Company”), who terminates employment with aPrior Company after the Effective Time and on or before December 31, 2007, and who becomesemployed by an Employer on or before December 31, 2007, shall be credited with Servicesolely for purposes of determining such individual’s Vesting Service under Section A-10 ofAppendix A based upon his original date of hire with the Prior Company; and(3) Each individual who was employed by Accenture LLP on March 1, 2008 and whosubsequently becomes employed by an Employer during the period of time beginning March 17,2008 and ending on April 30, 2008, shall be credited with Service solely for purposes ofdetermining such individual’s Vesting Service under Section A-10 of Appendix A based uponhis original date of hire with Accenture LLP.For purposes of this Section, “Effective Time"' shall mean the Effective Time specified in thatcertain Plan of Merger, Contribution and Sale Agreement by and among Dynegy Illinois, LSP GENInvestors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power EquityPartners, L.P., LS Power Associates, L.P., Falcon Merger Sub Co., and Dynegy Acquisition, Inc.,executed September 14, 2006.(bbb) **Severance from Service Date****:**The earlier of (i) the first date on which anindividual terminates his Service following his Employment Commencement Date or a ReemploymentCommencement Date, if applicable, or (ii) the first anniversary of the first day of a period inwhich an Employee remains absent from Service (with or without pay) with the Employer or anyControlled Entity for any reason other than the resignation, retirement, discharge, or death, suchas vacation, holiday, sickness, leave of absence, disability, or lay-off that is not classified bythe Employee as a termination of Service. Notwithstanding the foregoing, the Severance from ServiceDate of an individual who is absent from Service by reason of the individual’s pregnancy, the birthof a child of the individual or the placement of a child with the individual in connection with theadoption of such child by the individual or for purposes of caring for such child for the periodimmediately following such birth or placement shall be the second anniversary of the first date ofsuch absence.
 
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(ccc) **Social Security Benefit****:**33.12% of a Participant’s Final Average MonthlyCompensation for a Participant whose Social Security Retirement Age is 65; provided, however, that30.36% shall be substituted in this definition of Social Security Benefit if the Participant’sSocial Security Retirement Age is 66, and 27.60% shall be substituted for a Participant whoseSocial Security Retirement Age is 67. Notwithstanding the foregoing, if a Participant’s FinalAverage Monthly Compensation exceeds his Average Monthly Covered Compensation for a Plan Year, theSocial Security Benefit for such Participant for such Plan Year shall be calculated in accordancewith the following table:     **If the ratio of Final Average**   **Monthly Compensation to** **Then the Social Security** **Average Monthly Covered** **Benefit should be** **Compensation is:** **multiplied by:**      1.00 or less  100%1.25  86.96%1.50  76.81%1.75  68.12%2.00 or more  60.87%If the ratio of Final Average Monthly Compensation to Average Monthly Covered Compensation fallsbetween the ratios listed above, the appropriate factor shall be determined by interpolation.(ddd) **Social Security Retirement Age****:**The age used as the retirement age undersection 216(1) of the Social Security Act, applied without regard to the age increase factor and asif the early retirement age under such section were sixty-two.(eee) **Social Security Taxable Wage Base****:**For a Plan Year, the contribution andbenefit base determined under section 230 of the Social Security Act in effect at the beginning ofsuch Plan Year.(fff) **Vested Interest****:**The percentage of a Participant’s Accrued Benefit which,pursuant to the Plan, is nonforfeitable.(ggg) **Vesting Service****:**The measure of service used in determining a Participant’snonforfeitable right to a benefit as determined in accordance with Section 6.3.**1.2****Number and Gender****.**Wherever appropriate herein, words used in the singular shallbe considered to include the plural and words used in the plural shall be considered to include thesingular. The masculine gender, where appearing in the Plan, shall be deemed to include thefeminine gender.**1.3****Headings****.**The headings of Articles and Sections herein are included solely forconvenience, and if there is any conflict between such headings and the text of the Plan, the textshall control.**1.4****Construction****.**It is intended that the Plan be qualified within the meaning ofCode Section 401(a) and that the Fund be tax exempt under Code Section 501(a), and all provisionsherein shall be construed in accordance with such intent.
 
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**II.****PURPOSE OF PLAN AND EFFECT OF RESTATEMENT****2.1****Purpose of Plan****.**The purpose of the Plan is to provide retirement and incidentalbenefits for those Participants who complete the required period of employment with the Employer.The benefits provided by the Plan will be paid from the Fund and will be in addition to anybenefits the Participants may be entitled to receive pursuant to any other Employer programs orpursuant to the federal Social Security Act. The Plan and the Fund are established and shall bemaintained for the exclusive benefit of the Participants and their beneficiaries. No part of theFund can ever revert to the Employer, except as hereinafter provided in Section 10.5 and 16.2(c),or be used for or diverted to purposes other than the exclusive benefit of the Participants andtheir beneficiaries.**2.2****Effect of Restatement****.**(a) Contrary Plan provisions notwithstanding, in no event shall any Participant’s AccruedBenefit under the Plan as restated be less than such Participant’s Accrued Benefit determined onthe date immediately prior to the date of adoption of this restatement of the Plan based upon theterms of the Plan on such date and such Participant’s Average Monthly Compensation and AccrualService as of such date.(b) Except as otherwise provided in the Plan, all benefit payments being made under the termsof the Plan as in effect prior to the Effective Date shall continue to be made in the same amountand manner and shall not be affected by the terms of this restated Plan.(c) Except as otherwise provided in the Plan, the terms of this restated Plan shall not affectthe Accrued Benefit or Vested Interest of Participants who do not complete an Hour of Service on orafter the Effective Date.
 
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**III.****PARTICIPATION****3.1****Eligibility****.**Each Eligible Employee shall become a Participant upon the EntryDate coincident with or next following the date on which such Eligible Employee has completed oneyear of Participation Service. Notwithstanding the foregoing:(a) An Eligible Employee who was a Participant in the Plan prior to a termination ofemployment shall remain a Participant upon his reemployment as an Eligible Employee;(b) An Employee who has completed one year of Participation Service but who has not become aParticipant in the Plan because he was not an Eligible Employee shall become a Participant in thePlan upon the later of (i) the date he becomes an Eligible Employee as a result of a change in hisemployment status or (ii) the first Entry Date upon which he would have become a Participant if hehad been an Eligible Employee;(c) An Eligible Employee who had met the service requirements of this Section to become aParticipant in the Plan but who terminated employment prior to the Entry Date upon which he wouldhave become a Participant shall become a Participant upon the later of (i) the date of hisreemployment or (ii) the Entry Date upon which he would have become a Participant if he had notterminated employment; and(d) Except as otherwise provided in the Plan, a Participant who ceases to be an EligibleEmployee but remains an Employee shall continue to be a Participant but, on and after the date heceases to be an Eligible Employee, he shall no longer be credited with Accrual Service or otherwiseaccrue additional benefits hereunder unless and until he shall again become an Eligible Employee.(e) All Eligible Employees with Employment Commencement Dates or Reemployment CommencementDates occurring on or after January 1, 2009 shall be eligible to Participate in the Plan, subjectto the otherwise applicable eligibility provisions contained herein, but, in lieu of the benefitsdescribed in Articles V, VI, and VII, shall, subject to Appendix D, participate in (i) the DynegyPortable Retirement Benefits described in Appendix A, or (ii) Appendix C, if applicable.**3.2****Participation Service****.**An individual completes one year of Participation Serviceon the last day of the Employment Year during which he completes 1,000 Hours of Service.**3.3****Disabled Participants.** Notwithstanding any provision of the Plan to the contrary,a Participant who has been approved for benefits under a long term disability plan sponsored by theEmployer (an “Employer LTD Plan”) shall be credited with Accrual Service, Compensation and VestingService under the Plan for any period during which such Participant is receiving such long termdisability benefits; provided however, that any such crediting shall cease as of the earlier of (i)such Participant’s Annuity Starting Date or (ii) such Participant’s Normal Retirement Date. Forpurposes of the accruals described in the preceding sentence, a Participant’s Compensation pursuantto Section 1.1(o) immediately prior to the disability entitling him to benefits under an EmployerLTD Plan shall be utilized.
 
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**IV.****ACCRUAL SERVICE****4.1****Accrual Service****.**(a) For the period preceding April 1, 1975, a Participant shall be credited with AccrualService in an amount equal to all “Credited Service” credited to him for such period for accrual ofbenefit purposes under the Plan as it existed on or before March 31, 1975.(b) From and after April 1, 1975, a Participant shall be credited with Accrual Service (whichshall be measured in Employment Years and fractions of an Employment Year (rounded to the nearestwhole month)) in an amount equal to his aggregate Periods of Service whether or not such Periods ofService are completed consecutively except that (i) no credit shall be given for Periods of Serviceprior to the date the Participant first becomes a Participant in the Plan (except as provided inParagraph (c) below), (ii) no credit shall be given for Periods of Service with a Controlled Entitythat is not an Employer, and (iii) no credit shall be given for periods of absence for which aParticipant receives credit pursuant to Section 6.3(c)(3).(c) Paragraph (b) above notwithstanding, a Participant shall not be credited with AccrualService for any period during which he does not meet the requirements of Section 3.1, or any periodduring which the Employer made contributions on his behalf to any other qualified pension orretirement plan (other than any defined contribution plan sponsored by the Employer or a ControlledEntity or the federal Social Security Act) if such period is used in calculating his retirementbenefits under such pension or retirement plan; provided, however, that if such Participant was aparticipant in the DMG Plan (as defined in Appendix C) before December 31, 2007, his years ofAccrual Service under the Plan shall be increased to include the number of years taken into accountunder the DMG Plan for benefit accrual purposes and the amount of his Accrued Benefit hereundershall be determined in accordance with the provisions hereof using his total years of AccrualService; and provided, further, however, that in no event may a Participant’s total years ofAccrual Service as determined under this subparagraph be greater than the sum of (i) the serviceaccrued by such Participant for benefit accrual purposes under the Collectively Bargained Plan and(ii) the Accrual Service accrued by such Participant under this Plan.**4.2****Effect of Termination of Employment and Reemployment on Accrual Service****.**(a) In the case of an individual who incurs a Severance from Service Date at a time when hehas a 0% Vested Interest and who is subsequently reemployed by an Employer or a Controlled Entity,such individual’s Accrual Service prior to his termination of employment shall be disregarded if(i) his Period of Severance equals or exceeds five years or (ii) his Period of Severance equals orexceeds one year but is less than five years and he is not employed by the Employer or a ControlledEntity on the first anniversary of his Reemployment Commencement Date.(b) In the case of an individual who incurs a Severance from Service Date at a time when hehas a 100% Vested Interest, but whose Annuity Starting Date has not yet occurred as of hisReemployment Commencement Date, such individual’s Accrual Service as of his Severance from ServiceDate will be disregarded after his reemployment if his Reemployment Commencement Date occurs aftera one year Period of Severance and he is not employed by the Employer or a Controlled Entity on thefirst anniversary of his Reemployment Commencement Date.(c) Accrual Service may also be disregarded pursuant to the provisions of Section 6.4.
 
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**V.****RETIREMENT BENEFITS****5.1****Normal Retirement****.**(a) Subject to Section 5.1(b), a Participant whose employment with the Employer and allControlled Entities is terminated, for a reason other than death, on or after his Normal RetirementDate shall be entitled to receive a retirement benefit, payable at the time and in the formprovided in Article VIII, that is based upon a Pension commencing on the Participant’s AnnuityStarting Date, each monthly payment of such Pension being equal to the greater of the followingamounts:(1) The amount of the Participant’s benefit as of December 31, 1991, disregardingAccrual Service, Compensation, and any other changes occurring after that date; or(2) An amount equal to (i) 2% of the Participant’s Average Monthly Compensation (the“Base Formula”) minus 1-2/3% of his Social Security Benefit (the “Offset”), multiplied by(ii) his years of Accrual Service (not to exceed thirty years).(b) Notwithstanding anything to the contrary in Section 5.1(a):(1) The maximum Offset will not be greater than 50% of the Base Formula, multiplied bya fraction (not to exceed one), the numerator of which is the Participant’s Average MonthlyCompensation, and the denominator of which is the Participant’s Final Average MonthlyCompensation;(2) In no event shall a Participant’s Accrued Benefit be less than his Vested Value (asdefined in Section 8.12); and(3) Any increase in the Social Security Taxable Wage Base or benefit level payableunder Title II of the federal Social Security Act occurring after the later of (i) September2, 1974 or (ii) the earlier of the date the Participant’s or his beneficiary’s AnnuityStarting Date or the date a Participant separates from service with a nonforfeitable rightto a benefit under the Plan, shall not effect a decrease of the Participant’s AccruedBenefit as determined in accordance with this Section 5.1.(c) In the event a Participant remains employed beyond his Normal Retirement Date:(1) The Committee shall furnish any Participant whose employment with the Employer orany Controlled Entity continues beyond his Normal Retirement Date (or resumes his employmentafter his Normal Retirement Date, but prior to commencement of the payment of his retirementbenefit) with the notification described in Department of Labor Regulation section2530.203-3. Upon such Participant’s subsequent termination of employment, his retirementbenefit payable pursuant to Article VIII shall be increased to the extent required, if atall, under such regulations as provided in Paragraph (2) below to avoid the effecting of aprohibited forfeiture of benefits by reason of the suspension of benefits during suchParticipant’s post Normal Retirement Date employment.
 
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(2) A Participant described in Paragraph (c)(1) above shall be entitled to a retirementbenefit equal to the greater of:(A) his Accrued Benefit determined pursuant to the applicable provisions of thePlan through the date of his subsequent termination of employment; or(B) the Actuarial Equivalent of his Accrued Benefit payable at his NormalRetirement Date.(3) Further, such Participant’s retirement benefit payable pursuant to Section 5.1(c)shall be increased to the extent required, if at all, under Code Section 401(a)(9)(C)(iii)in the event his employment or reemployment continues after April 1 of the year immediatelyfollowing the year he attains age seventy and one-half.**5.2****Early Retirement****.**(a) A Participant whose employment with the Employer and all Controlled Entities isterminated, for a reason other than death, on or after his Early Retirement Date and prior to hisNormal Retirement Date, shall be entitled to receive a retirement benefit, payable at the time andin the form provided in Article VIII, that is based upon a Pension commencing on the Participant’sAnnuity Starting Date, each monthly payment of such Pension being computed in the manner providedin Section 5.1(a) (subject to Section 5.1(b) considering his Average Monthly Compensation, SocialSecurity Benefit, and Accrual Service to the date of his termination of employment.(b) A Participant entitled to a benefit pursuant to Paragraph (a) may, by request to theCommittee in the form prescribed by the Committee, commence his benefit as of the first day of themonth coinciding with or next following the date of his Retirement, or as of the first day of anysubsequent month which precedes his Normal Retirement Date, provided, that such request must bereceived by the Committee not less than thirty days prior to the proposed date of commencement ofthe benefit (unless such thirty days’ notice is waived by the Committee in its discretion), and thevalue thereof shall be based upon a Pension commencing on the date so requested, each monthlypayment of such Pension being computed in the manner provided in Paragraph (a) above, providedthat:
 
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(1) the portion of his retirement benefit attributable to the Base Formula shall bereduced in accordance with the following table:     **Age at Annuity Starting Date** **Early Retirement Factors**      62-64  1.00 61  .96 60  .92 59  .82 58  .76 57  .70 56  .64 55  .58 (2) the portion of his retirement benefit attributable to the Offset shall bemultiplied by the appropriate factor from the following table:             **Years Between Annuity**   **Starting Date and Normal** **Early Retirement Reduction Factors** **Retirement Date** **Social Security Retirement Age**   **65**  **66**  **67**              0  1.0000   1.0000   1.0000 1  1.0000   1.0000   1.0000 2  1.0000   1.0000   1.0000 3  1.0000   1.0000   1.0000 4  .9167   .9091   .9500 5  .8333   .8646   .9000 6  .7917   .8182   .8500 7  .7500   .7727   .8000 8  .7083   .7273   .7500 9  .6667   .6818   .6880 10  .6250   .6225   .6320 If the Participant’s Annuity Starting Date is a fractional number of years prior to his NormalRetirement Date, the appropriate factor with respect to the tables in subparagraphs (1) and (2)above shall be determined by interpolation.(c) Notwithstanding any provision of the Plan to the contrary, but solely for the purpose ofdetermining a Participant’s eligibility to receive a benefit pursuant to Paragraph (a) (and forpurposes of determining a Participant’s eligibility to receive a benefit under any Appendix to thePlan conditioned upon the attainment of age 55 while in the employ of the Employer), and not forpurposes of determining a Participant’s Accrued Benefit, a Participant who was a Participantimmediately prior to December 15, 1999 will be treated as though he is employed by the Employerduring any period that he is employed by Amergen or any Amergen Affiliate on and after December 15,1999; provided, however, that the foregoing provisions of this sentence shall apply only withrespect to benefits payable following the Participant’s termination of employment with Amergen orany Amergen Affiliate.
 
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**VI.****SEVERANCE BENEFITS AND DETERMINATION OF VESTED**