Exhibit
4.14





PRIVILEGED AND
CONFIDENTIAL













NOTE
REPURCHASE AGREEMENT





by
and between





DYNEGY
HOLDINGS INC.





and





the
Party Signatory Hereto








Dated
as of December 11, 2009




















THIS NOTE
REPURCHASE AGREEMENT (this “Agreement”) is dated
effective as of December 11, 2009, by and between Dynegy Holdings Inc., a
Delaware corporation (the “Company”), and the
parties signatory hereto (collectively, the “Holder”).





RECITALS





WHEREAS,
as of the date hereof, the Holder owns and holds the principal amounts
identified on Schedule
I hereto of the Company’s 6.875% Senior Notes due 2011, CUSIP 26816LAD4
(the “2011
Notes”), and the Company’s 8.750% Senior Notes due 2012, CUSIP 26816LAG7
(the “2012
Notes” and, together with the 2011 Notes, the “Notes”);





WHEREAS,
the Company desires to purchase, and the Holder desires to sell, the Notes on
the terms set forth herein (the “Repurchase”);
and





WHEREAS,
the Company also desires to obtain the consent of the Holder prior to
consummating the Repurchase, and the Holder is willing to grant such consent, to
certain amendments to the indenture for each series of Notes as specified on
Schedule II
hereto (collectively, the “Amendments”).





AGREEMENT





In
consideration of the mutual covenants and agreements contained in this
Agreement, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereby agree as follows:





ARTICLE
I


CONSENT





Section
1.1             Consent. The Company
hereby agrees to pay (i) a consent fee of $50.00 in cash per $1,000 principal
amount of the 2011 Notes and (ii) a consent fee of $30.00 in cash per $1,000
principal amount of the 2012 Notes (collectively, the “Consent Fees”) and
the Holder hereby consents to the Amendments in exchange for the Consent Fees.
The Holder agrees to execute such forms as may be reasonably requested by the
Company or the trustee for the Notes in order to evidence its consent to the
Amendments.





Section
1.2             Payment. On the
Business Day immediately preceding the Closing Date (as defined below), the
Company will cause the Consent Fees to be credited to the DTC account of the
Holder identified on Schedule I hereto.
The Amendments will become operative immediately upon payment by the Company of
the Consent Fees.





ARTICLE
II


PURCHASE





Section
2.1             Repurchase. The
Company agrees to purchase, and the Holder agrees to sell, the principal amounts
of each series of Notes set forth on Schedule I hereto at
the market price of such Notes on the date hereof (which for the 2011 Notes
shall be equal to $1,000 per $1,000 principal amount, and for the 2012 Notes
shall be equal to $1,020 per $1,000 principal amount), plus accrued interest to,
but not including, December 31, 2009 (the “Purchase
Price”).










Section
2.2             Procedures.





(a)           The
closing of the Repurchase (the “Closing”) will be
held on December 31, 2009 (the “Closing Date”). No
later than 12:00 p.m., New York time, on the Closing Date, the Holder shall
cause the nominee through which Holder holds its Notes to effect the transfer of
the Notes in accordance with the procedures of the Depository Trust Company
(“DTC”), into a
book-entry account established by or on behalf of the Company, and to ensure
that the Company’s agent for this purpose identified on Schedule I hereto for
each such series of Notes (the “Company’s Agent”)
receives an agent’s message from DTC confirming the book-entry transfer of the
Notes. The delivery of the Notes by the Holder will be complete upon receipt by
the Company’s Agent, no later than 12:00 p.m., New York time, on the Closing
Date of an agent’s message, book-entry confirmation from DTC and any other
required documents. The Company will then cause the Purchase Price to be
credited to the DTC account of the Holder identified on Schedule I
hereto against delivery of the Notes. For the avoidance of doubt, the Holder
shall cease to own the Notes as of the crediting of the Purchase Price to the
Holder’s DTC account identified on Schedule I hereto and
the Company shall be entitled to instruct the appropriate parties to immediately
thereafter cancel the Notes on the books and records of the
Company.





(b)           At
the Closing, the Holder and the Company shall execute and deliver to the other
party a certificate stating that their respective representations and warranties
set forth in Article
III and Article
IV, as applicable, are true and correct as of the Closing
Date.





ARTICLE
III


REPRESENTATIONS AND
WARRANTIES OF THE COMPANY





The
Company represents and warrants to, and agrees with, the Holder, as of the date
hereof (which representations and warranties shall also be true and correct as
of the Closing Date), as follows:





Section
3.1             Existence and Power.
The Company is a duly organized and validly existing corporation in good
standing under the laws of the State of Delaware and has all requisite power and
authority to enter into and perform its obligations under this
Agreement.





Section
3.2            Authorization. The
execution, delivery and performance of this Agreement has been duly authorized
by all necessary corporate action on the part of the Company, and this Agreement
is a valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as enforcement may be limited by principles of
equity and by bankruptcy, insolvency, reorganization, moratorium and similar
laws relating to, limiting or affecting creditors’ rights and remedies
generally.





Section
3.3             No Consent. No
material consent, approval, authorization or order of, or qualification with,
any Person is required for the performance by the Company of its obligations
under this Agreement.





2








ARTICLE
IV


REPRESENTATIONS AND
WARRANTIES OF HOLDER





The
Holder represents and warrants to, and agrees with, the Company, as of the date
hereof (which representations and warranties shall also be true and correct as
of the Closing Date), as follows:





Section
4.1             Existence and Power.
The Holder is duly organized and validly existing under the laws of the
jurisdiction of its organization and has all requisite power and authority to
enter into and perform its obligations under this Agreement.





Section
4.2            Authorization. The
execution, delivery and performance of this Agreement has been duly authorized
by all necessary action on the part of the Holder, and this Agreement is a valid
and binding obligation of the Holder, enforceable against it in accordance with
its terms, except as enforcement may be limited by principles of equity and by
bankruptcy, insolvency, reorganization, moratorium and similar laws relating to,
limiting or affecting creditors’ rights and remedies generally.





Section
4.3            
No Consent. No
material consent, approval, authorization or order of, or qualification with,
any Person is required for the performance by the Holder of its obligations
under this Agreement.





Section
4.4             No Brokers. The
Holder has not employed any broker or finder in connection with the transactions
contemplated by this Agreement and no broker or finder is entitled to payment of
any commission or fee by the Holder in connection with the transactions
contemplated by this Agreement.





Section
4.5             No Encumbrances. The
Holder is the sole and exclusive holder and Beneficial Owner of the Notes free
and clear of all liens, pledges, hypothecations, claims, restrictions or
encumbrances of any kind, and no other Person has any interest whatsoever in the
Notes. The Repurchase provided for herein will vest in the Company valid and
absolute title to the Notes, free and clear of any and all encumbrances, liens,
pledges, hypothecations, restrictions, claims, options, agreements and
conditions of any kind.





Section
4.6             Tax Consequences. The
Holder has had an opportunity to consult with its own tax advisor with respect
to the federal, state and local tax consequences of the sale of the Notes to the
Company and the other transactions contemplated or provided by this Agreement.
Except as expressly set forth herein, the Holder is relying solely on such
advisors and not on any statements or representations of the Company or its
representatives regarding the tax aspects of such sale of the Notes and the
other transactions contemplated or provided by this Agreement.





ARTICLE
V


MISCELLANEOUS





Section
5.1             Taxes. The Holder
shall be responsible for and shall timely pay all Taxes imposed on the Holder as
a result of the sale of the Notes and the other transactions contemplated or
provided by this Agreement. On the date hereof (and at any other time or times
prescribed by applicable law or as reasonably requested by the Company), the
Holder shall deliver to the Company a properly completed and duly executed IRS
Form W-9 (or successor form) or Form W-8BEN (or successor form), together with
any other information necessary in order to establish an exemption from, or a
reduced rate of, U.S. federal income tax withholding, and except to the extent
that an exemption or reduction is properly established, all payments to be made
by the Company hereunder shall be made net of deduction or withholding for or on
account of Taxes as required by applicable law. Except to the extent otherwise
required pursuant to a “determination” within the meaning of Section 1313(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), the parties
hereto agree to treat, for U.S. federal income tax purposes, the Consent Fees as
a fee in consideration for the consents.





3




Section
5.2             Certain Definitions.
As used herein, the following terms have the following meanings:





“Affiliate” shall mean, with
respect to any Person, any other Person which directly or indirectly controls or
is controlled by or is under common control with such Person. As used in this
definition, “control” (including its correlative meanings, “controlled by” and
“under common control with”) shall mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise).





“Beneficially Own” or “Beneficial Ownership” shall
mean the following: A Person shall be deemed to “Beneficially Own” or
have “Beneficial
Ownership” of any securities of which such Person or any such Person’s
Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the
Exchange Act as in effect on the date hereof or of which such Person or any of
such Person’s Affiliates or associates, directly or indirectly, has the right to
acquire (whether such right is exercisable immediately or only after the passage
of time or upon the satisfaction of conditions) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants or options, or
otherwise.





“Business Day” means any day
other than a Saturday or Sunday, or a day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive
order to remain closed.





“Governmental Entity” shall
mean any court, administrative agency or commission or other governmental
authority or instrumentality, whether federal, state, local or foreign, and any
applicable industry self-regulatory organization.





“Person” or “person” shall mean an
individual, firm, corporation, association, partnership, trust, joint venture,
business trust or unincorporated organization, or any Governmental
Entity.





“Tax” or “Taxes” shall mean all federal,
state, local, and foreign income, excise, gross receipts, gross income, ad
valorem, profits, gains, property, capital, sales, transfer, use, payroll,
employment, severance, withholding, duties, intangibles, franchise, backup
withholding, value-added, and other taxes, charges, levies or like assessments
imposed by a Governmental Entity, together with all interest, penalties and
additions to tax thereon.





4








Section
5.3             Survival. The
representations and warranties of the parties contained in this Agreement, or in
any instrument, certificate or other writing provided for in it, shall survive
the Closing.





Section
5.4             Notices. All notices
and other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered
personally or by facsimile or three Business Days after having been sent by
certified mail, return receipt requested, postage prepaid, to the parties to
this Agreement at the following address or to such other address either party to
this Agreement shall specify by notice to the other party:





(i)
            If
      to the Company:





Dynegy
Holdings Inc.


1000
Louisiana, Suite 5800


Houston,
Texas 77002


Attention:
Treasury Department


Facsimile:
(713) 767-5181





with a
copy to (which shall not constitute notice):





Dynegy
Holdings Inc.


1000
Louisiana, Suite 5800


Houston,
Texas 77002


Attention:
General Counsel


Facsimile:
(713) 356-2185





5








(ii)
            If
      to the Holders:





Franklin
Income Fund


Franklin
Income Securities Fund


Franklin
Universal Trust


Franklin
Income Fund, a sub-fund of Franklin


Templeton
Investment Funds


JNL/Franklin
Templeton Income Fund


ING
Franklin Income Portfolio


John
Hancock Trust – Income Trust


Met/Franklin
Income Portfolio


EQ/Franklin
Core Balanced Portfolio


c/o
Franklin Advisers, Inc.


One
Franklin Parkway


San
Mateo, CA 94403-1906


Attention:
Edward D. Perks


Facsimile:
650-525-7238





with a
copy to (which shall not constitute notice):





Franklin
Templeton Investments


One
Franklin Parkway


San
Mateo, CA 94403-1906


Attention:
David P. Goss


Facsimile:
650-525-7059





Section
5.5             Further Assurances.
Each party hereto shall do and perform or cause to be done and performed all
further acts and shall execute and deliver all other agreements, certificates,
instruments and documents as the other party hereto reasonably may request in
order to carry out the intent and accomplish the purposes of this Agreement and
the consummation of the transactions contemplated hereby.





Section
5.6             Amendments and
Waivers.





(a)          
Any provision of this Agreement may only be amended or waived if such amendment
or waiver is in writing and is duly executed and delivered by the Company and
the Holder.





(b)           No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
law.





Section
5.7             Fees and Expenses.
Each party hereto shall pay all of its own fees and expenses (including
attorneys’ fees) incurred in connection with this Agreement and the transactions
contemplated hereby.





6








Section
5.8             Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, provided that neither party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the prior written
consent of the non-assigning party hereto.





Section
5.9             Governing Law;
Venue.





(a)           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.





(b)           The
parties hereto agree that any suit, action or proceeding seeking to enforce any
provisions of, or based on any matter arising out of or in connection with, this
Agreement and the transactions contemplated hereby may only be brought in the
United States District Court for the Southern District of New York and each of
the parties hereby consents to the jurisdiction of such court (and of the
corresponding appellate courts) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the venue of any such suit, action or proceeding
in any of those courts or that any such suit, action or proceeding which is
brought in any of those courts has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court.





(c)           THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.





Section
5.10           Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties and/or their
Affiliates with respect to the subject matter of this Agreement.





Section
5.11           Effect of Headings.
The Article and Section headings herein are for convenience only and shall not
affect the construction hereof.





Section
5.12           Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be deemed to be excluded from this
Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforced in accordance with its terms to
the maximum extent permitted by law.





Section
5.13           Public
Announcements.  Subject to each party’s disclosure obligations
imposed by law, including any applicable disclosure requirements of the
Securities and Exchange Commission, each of the parties hereto agree that the
terms of this Agreement shall not be disclosed or otherwise made available to
the public and that copies of this Agreement shall not be publicly filed or
otherwise made available to the public.  Notwithstanding the
foregoing, the Company may issue press releases announcing the entry into this
Agreement and the consummation of the Repurchase, subject to the advance review
of the Holder.





7




Section
5.14           Counterparts; Third Party
Beneficiaries. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures were upon the same instrument. No provision of this Agreement shall
confer upon any Person other than the parties hereto any rights or remedies
hereunder.





[Signature Page
Follows]





8








IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date first above
written.








COMPANY:DYNEGY
      HOLDINGS INC.By:
            /s/ Carolyn J. StoneName:
            Carolyn J. StoneTitle:
            Senior Vice President and
      TreasurerHOLDERS:Franklin Income Fund, a
      series of FranklinCustodian
      FundsFranklin Income Securities
      Fund,a series ofFranklin
      Templeton Variable Insurance ProductsTrustFranklin
      Universal TrustBy:
            /s/ David P. GossName:
            David P. GossTitle:
            Vice PresidentFranklin Income Fund,a
      sub-fund of FranklinTempleton
      Investment FundsJNL/Franklin
      Templeton Income FundING
      Franklin Income PortfolioJohn
      Hancock Trust – Income TrustMet/Franklin
      Income PortfolioEQ/Franklin
      Core Balanced PortfolioBy:
            Franklin
      Advisers, Inc.By:
            /s/ Edward D. PerksName:
            Edward D. PerksTitle:
            Senior Vice
  President











SCHEDULE
I


AMOUNTS
HELD





Account
      Name
            Series
      of Note
            Principal
      Amount
            Accrued
      Interest
            DTC
      Account of the Holder
            DTC1 Account of the
      CompanyFranklin Income Fund,a
      series of Franklin Custodian Funds
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $353,020,000
            $17.187500
      per $1,000 principal amount
            9018.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $341,905,000
            $33.055556
      per $1,000 principal amount
            901Franklin Income Securities
      Fund,a series of Franklin Templeton Variable Insurance Products
      Trust
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $53,000,000
            $17.187500
      per $1,000 principal amount
            9018.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $50,985,000
            $33.055556
      per $1,000 principal amount
            901Franklin
      Universal Trust
            8.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $2,000,000
            $33.055556
      per $1,000 principal amount
            901Franklin Income Fund,a
      sub-fund of Franklin Templeton Investment Funds
            8.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $5,000,000
            $33.055556
      per $1,000 principal amount
            902





____________________________


1 To be
provided by the Company in writing at least three Business Days prior to the
Closing Date.










JNL/Franklin
      Templeton Income Fund
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $2,500,000
            $17.187500
      per $1,000 principal amount
            9028.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $2,000,000
            $33.055556
      per $1,000 principal amount
            902ING
      Franklin Income Portfolio
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $7,000,000
            $17.187500
      per $1,000 principal amount
            9018.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $2,500,000
            $33.055556
      per $1,000 principal amount
            901John
      Hancock Trust – Income Trust
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $3,500,000
            $17.187500
      per $1,000 principal amount
            9978.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $400,000
            $33.055556
      per $1,000 principal amount
            997Met/Franklin
      Income Portfolio
            6.875%
      Senior Notes due 2011
              (CUSIP
      26816LAD4)
            $1,500,000
            $17.187500
      per $1,000 principal amount
            997EQ/Franklin
      Core Balanced Portfolio
            8.750%
      Senior Notes due 2012
              (CUSIP
      26816LAG7)
            $6,719,000
            $33.055556
      per $1,000 principal amount
            902





Company’s
agent for DTC settlement:   Wilmington Trust Company





2








SCHEDULE
II


AMENDMENTS





Sections to be Amended
            Result of Amendment1.01
      – Definitions
            Deletion
      of the terms in the definition section that require deletion pursuant to
      the below amendments.7.04
      – Reports by the Company
            Deletion
      of the section in its entirety.8.01
      – Company May Consolidate, Etc., Only on Certain Terms
            Deletion
      of subsection (2) thereof in its entirety.10.05
      – Purchase of Securities by Company or Subsidiary
            Deletion
      of the section in its entirety.10.06
      – Limitation on Liens
            Deletion
      of the section in its entirety.