Eighth Amendment to the Dynegy Inc. 401(k) Savings Plan


 Exhibit 10.26 
 EIGHTH AMENDMENT TO THE 
 DYNEGY INC. 401(k) SAVINGS PLAN 
 WHEREAS, Dynegy Inc. (the “Company”), has established and maintains the Dynegy Inc. 401(k) Savings Plan (the “Plan”) for the
benefit of its eligible employees and the eligible employees of certain participating companies; and 
 WHEREAS, the Company desires to amend
the Plan; 
 NOW, THEREFORE, the Plan shall be, and hereby is, amended as follows, effective as hereinafter provided: 
 I. 
 Effective January 1, 2006,
Section 1.1(38) of the Plan is amended in its entirety to provide as follows and all references in the Plan to the phrase “Employer Safe Harbor Contributions” shall be replaced with the phrase “Employer Discretionary Qualified
Matching Contributions”: 
 “(38) Employer Discretionary Qualified Matching Contributions: Contributions made to the Plan by
the Employer pursuant to Section 3.5.” 
 II. 
 Effective January 1, 2006, a new Section 1.1(53A) is added to the Plan to provide as follows: 
 “(53A) Severance from Employment: The term ‘Severance from Employment’ shall have the same meaning as set forth in Treasury regulation Section 1.401(k)-1(d). A Severance from Employment occurs when the Member
ceases to be an Employee of an Employer maintaining the Plan. An Employee does not have a Severance from Employment if, in connection with a change of employment, the Employee’s new employer maintains such Plan with respect to the Employee. For
example, if a new employer maintains the Plan with respect to an Employee by continuing or assuming sponsorship of the Plan or by accepting a transfer of Plan assets and liabilities (within the meaning of Section 414(1) of the Code) with
respect to the Employee, such Employee does not have a Severance from Employment.” 






 III. 
 Effective January 1, 2006, the following sentences shall be added to the end of Section 3.1(a) of the Plan: 
 “Such elections cannot relate to Compensation that is currently available prior to the
adoption or effective date of the Plan. In addition, except for occasional, bona fide administrative considerations, contributions made pursuant to such an election cannot precede the earlier of (1) the performance of services relating to the
contribution and (2) when the Compensation that is subject to the election would be currently available to the Member in the absence of an election to defer. Such can only be made with respect to amounts that are compensation as defined under
Code Section 415(c)(3) and Treasury regulation Section 1.415(c)-2. A Member who is not in Qualified Military Service (as defined in Code Section 414(u)) cannot make an election with respect to an amount paid after the Member’s
Severance from Employment, unless the amount is paid within 2 1/2 months following the Member’s Severance
from Employment and is described in Treasury regulation Section 1.415(c)-2(e)(3)(ii). 
 In order to be taken into account for a
Limitation Year, compensation as defined under Code Section 415(c)(3) must be paid or treated as paid to the Member prior to Severance from Employment.” 
 IV. 
 Effective January 1, 2006, Section 3.1(e) of the Plan is amended in its entirety
to provide as follows: 
 “(e) In further restriction of the Members’ elections provided in Paragraphs (a), (b), and (c) above,
it is specifically provided that one of the actual deferral percentage tests set forth in Section 401(k)(3) of the Code and Treasury regulations thereunder (‘ACP Test’) must be met in each Plan Year. Such testing shall utilize the
current year testing method as such term is defined under Treasury regulation Section 1.401(k)-2(a)(2)(ii). The actual deferral ratio (as such term is defined under Treasury regulation Section 1.401(k)-6) (‘ADR’) of any Member
who is a Highly Compensated Employee for the Plan Year and who is eligible to have Before-Tax Contributions (and Employer Discretionary Qualified Matching Contributions, if treated as elective contributions for purposes of the ACP Test) allocated to
such Member’s accounts under two (2) or more cash or deferred arrangements described in Code Section 401(k), that are 

  

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maintained by an Employer (or a Controlled Entity), shall be determined as if such elective contributions (and, if applicable, such Qualified Matching
Contributions) were made under a single arrangement. If a Highly Compensated Employee participates in two (2) or more cash or deferred arrangements of the Employer or a Controlled Entity that have different Plan Years, then all elective
contributions made during the Plan Year being tested under all such cash or deferred arrangements shall be aggregated, without regard to the plan years of the other plans. However, for Plan Years beginning before January 1, 2006, if the plans
have different Plan Years, then all such cash or deferred arrangements ending with or within the same calendar year shall be treated as a single cash or deferred arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate
if mandatorily disaggregated under the regulations of Code Section 401(k).” 
 V. 
 Effective January 1, 2006, Section 3.5 of the Plan is amended in its entirety to provide as follows: 
 “3.5 Employer Discretionary Qualified Matching Contributions. In addition to the Employer Matching Contributions made
pursuant to Section 3.3 and the Employer Discretionary Contributions made pursuant to Section 3.4, for each Plan Year, the Employer, in its discretion, may contribute to the Trust as an Employer Discretionary Qualified Matching
Contribution for such Plan Year the amounts necessary to cause the Plan to satisfy the restrictions set forth in Section 3.1(e) (with respect to certain restrictions on Before-Tax Contributions) and the amounts necessary to cause the Plan to
satisfy the restrictions set forth in Section 3.6 (with respect to certain restrictions on Employer Matching Contributions and After-Tax Contributions). Amounts contributed in order to satisfy the restrictions set forth in Section 3.1(e)
shall be considered ‘Qualified Matching Contributions’ (within the meaning of Treasury regulation Section 1.401(k)-6), and amounts contributed in order to satisfy the restrictions set forth in Section 3.6 shall be considered
Employer Matching Contributions. 
 Employer Discretionary Qualified Matching Contributions may be contributed to the Plan
pursuant to the foregoing for purposes of satisfying the restrictions set forth in Section 3.1(e) only if the conditions described in Treasury regulation Section 1.401(k)-2(a)(6) are satisfied. A contribution made pursuant to this
Section 3.5 is not taken into account under the actual contribution percentage test (as defined under Treasury regulation Section 1.401(k)-6) (‘ACP Test’) or in determining the ADR for a Member who is not a Highly Compensated
Employee (a ‘NHCE’) to the extent that it exceeds the greatest of: 
 (a) five percent (5%) of the NHCE’s
Code Section 414(s) compensation for the Plan Year; 
  

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 (b) the NHCE’s Before-Tax Contributions for the Plan Year; and 
 (c) the product of two (2) times the Plan’s ‘Representative Matching Rate’ (as defined below) and the NHCE’s
Before-Tax Contributions for the Plan Year. 
 Any amounts contributed pursuant to this Paragraph shall be allocated in
accordance with the provisions of Sections 4.1(e), (f) and (g). For purposes of this Paragraph, the ‘Matching Rate’ for a Member generally is the Employer Matching Contributions made for such Member divided by the Member’s Before-Tax
Contributions for the Plan Year. For purposes of this Paragraph, the ‘Representative Matching Rate’ is the lowest matching rate for any eligible NHCE among a group of NHCEs that consists of half of all eligible NHCEs in the Plan for the
Plan Year (or, if greater, the lowest matching rate for all eligible NHCEs in the Plan who are employed by the Employer on the last day of the Plan Year and who make Before-Tax Contributions for the Plan Year). If the Matching Rate is not the same
for all levels of Before-Tax Contributions for a Member, then the Member’s Representative Matching Rate is determined assuming that a Member’s Before-Tax Contributions are equal to six percent (6%) of his Code Section 414(s)
compensation.” 
 VI. 
 Effective January 1, 2006, Section 3.6 of the Plan is amended in its entirety to provide as follows: 
 “3.6 Restrictions on Employer Matching Contributions and After-Tax Contributions. In restriction of the Employer Matching Contributions and After-Tax Contributions hereunder, it is specifically provided that one of the
actual contribution percentage tests set forth in Section 401(m) of the Code and Treasury regulations thereunder (‘ACP Test’) must be met in each Plan Year. Such testing shall utilize the current year testing method as such term
is defined in Treasury regulation Section 1.401(m)-2(a)(2)(ii). The Committee may elect, in accordance with applicable Treasury regulations, to treat Before-Tax Contributions to the Plan as Employer Matching Contributions for purposes of
meeting this requirement. The actual contribution ratio (as such term is defined under 

  

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Treasury regulations Section 1.401(k)-6) (the ‘ACR’) for any Member who is a Highly Compensated Employee and who is eligible to have Employer
Matching Contributions or After-Tax Contributions allocated to his or her account under two (2) or more plans described in Code Section 401(a), or arrangements described in Code Section 401(k) that are maintained by the same
Employer (or Controlled Entity), shall be determined as if the total of such contributions was made under each plan and arrangement. If a Highly Compensated Employee participates in two (2) or more such plans or arrangements that have different
plan years, then all Employer Matching Contributions and After-Tax Contributions made during the Plan Year being tested under all such plans and arrangements shall be aggregated, without regard to the plan years of the other plans. For Plan Years
beginning before January 1, 2006, all such plans and arrangements ending with or within the same calendar year shall be treated as a single plan or arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under the regulations of Code Section 401(m).” 
 VII. 
 Effective January 1, 2006, Sections 3.8(b) and (c) of the Plan are amended in their entirety to provide as follows; 
 “(b) Anything to the contrary herein notwithstanding, if, for any Plan Year, the aggregate Before-Tax Contributions made by the
Employer on behalf of Highly Compensated Employees exceeds the maximum amount of Before-Tax Contributions permitted on behalf of such Highly Compensated Employees pursuant to Section 3.1(e), an excess amount shall be determined by reducing
Before-Tax Contributions on behalf of Highly Compensated Employees in order of the highest ADRs to equal the highest permitted ADR in accordance with Section 401(k)(8)(B)(ii) of the Code and the Treasury regulations thereunder. Once determined,
the Committee may adjust the contributions of each affected Highly Compensated Employee by causing such excess amounts to be (i) recharacterized as catch-up contributions pursuant to the provisions of Section 4.5 of the Plan to the maximum
extent possible, and (ii) distributed to Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury
regulations thereunder before the end of the next following Plan Year. Income allocable to such excess amounts with respect to a Plan Year shall be distributed therewith and shall include income for such Plan Year including the gap period between
the end of such Plan Year and the date of distribution of such excess amounts computed under the safe harbor method of allocating gap period income set forth in Treasury regulation § 1.401(k)-2(b)(2)(iv)(D). 
  

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 (c) Anything to the contrary herein notwithstanding, if, for any Plan Year, the aggregate
Employer Matching Contributions and After-Tax Contributions allocated to the Accounts of Highly Compensated Employees exceeds the maximum amount of such Employer Matching Contributions and After-Tax Contributions permitted on behalf of such Highly
Compensated Employees pursuant to Section 3.6, an excess amount shall be determined by reducing, first, After-Tax Contributions made by, and second, Employer Matching Contributions made on behalf of, Highly Compensated Employees in order of the
highest ACR to equal the highest permitted ACR in accordance with Section 401(m)(6)(B)(ii) of the Code and Treasury regulations thereunder. Once determined, such excess shall be distributed to Highly Compensated Employees in order of the
highest dollar amounts contributed by or on behalf of such Highly Compensated Employees in accordance with Section 401(m)(6)(C) of the Code and the Treasury regulations thereunder (or, if such excess contributions are forfeitable, they shall be
forfeited) before the end of the next following Plan Year. Income allocable to such excess amounts with respect to a Plan Year shall be distributed therewith and shall include income for such Plan Year including the gap period between the end of
such Plan Year and the date of distribution of such excess amounts computed under the safe harbor method of allocating gap period income set forth in Treasury regulation § 1.401(m)-2(b)(2)(iv)(D). Employer Matching Contributions which are not
then vested shall be forfeited pursuant to this Paragraph only if distribution of all vested Employer Matching Contributions is insufficient to meet the requirements of this Paragraph. If vested Employer Matching Contributions are distributed to a
Member and nonvested Employer Matching Contributions remain credited to such Member’s Accounts, such nonvested Employer Matching Contributions shall vest at the same rate as if such distribution had not been made.” 
 VIII. 
 Effective January 1,
2006, the last sentence of Section 3.8(e) of the Plan is deleted in its entirety. 
  

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 IX. 
 Effective January 1, 2006, a new Section 3.11 is added to the Plan to provide as follows: 
 “3.11 Final Treasury Regulations under Sections 401(k) and 401(m) of the Code. Certain provisions of the final Treasury Regulations promulgated under Sections 401(k) and 401(m) of the Code (“Final
Regulations”) require, or may be determined to require, such provisions to be reflected in the provisions of the Plan which are directly or indirectly affected by such certain provisions of the Final Regulations. The Company intends the
amendments of provisions of the Plan adopted and effective on or before January 1, 2007, to comply with the requirements of the Final Regulations in good faith as of the date or dates such requirements are required to be effective with respect
to the Plan. All matters addressed in such amendments of Plan provisions (or which may be alleged to be required to but were not, or were imperfectly, addressed in such amendments) shall be administered in accordance with the requirements of the
Final Regulations, which are specifically incorporated herein by this reference. The requirements of the Final Regulations applicable to the Plan shall control over an apparently inconsistent or conflicting provision of the Plan in the
administration of the Plan to the extent necessary to avoid adversely affecting the qualification of the Plan.” 
 X. 

Effective January 1, 2006, Sections 4.1(e) and (f) of the Plan are amended in their entirety to provide as follows: 
 “(e) The Employer Discretionary Qualified Matching Contributions, if any, made pursuant to Section 3.5 for a Plan Year in order
to satisfy the restrictions set forth in Section 3.1(e) shall be allocated to the Before-Tax Accounts of Members who (1) received an allocation of Before-Tax Contributions for such Plan Year and (2) were not Highly Compensated
Employees for such Plan Year (each such Member individually referred to as an ‘Eligible Member’ for purposes of this Paragraph). Such allocation shall be made, first, to the Before-Tax Account of the Eligible Member who received the least
amount of Compensation for such Plan Year until the lesser of the limitation set forth in Treasury regulation § 1.401(k)-2(a)(6)(v) or the limitation set forth in Section 4.4 (the ‘401(k) Additional Contribution Limitation’)
has been reached as to such Eligible Member, then to the Before-Tax Account of the Eligible Member who received the next smallest amount of Compensation for such Plan Year until the 401(k) Additional Contribution Limitation has been reached as
to such Eligible Member, and continuing in such manner until the Employer Discretionary Qualified Matching Contribution for such Plan Year has been completely allocated or the 401(k) Additional Contribution Limitation has been reached as to all
Eligible Members. 
  

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 (f) The Employer Discretionary Qualified Matching Contribution, if any, made pursuant to
Section 3.5 for a Plan Year in order to satisfy the restrictions set forth in Section 3.6 shall be allocated to the Employer Contribution Accounts of Members who (1) received an allocation of Employer Matching Contributions for such
Plan Year and (2) were not Highly Compensated Employees for such Plan Year (each such Member individually referred to as an ‘Eligible Member’ for purposes of this Paragraph). Such allocation shall be made, first, to the Employer
Contribution Account of the Eligible Member who received the least amount of Compensation for such Plan Year until the lesser of the limitation set forth in Treasury regulation § 1.401(m)-2(a)(5) or the limitation set forth in Section 4.4
(the ‘401(m) Additional Contribution Limitation’) has been reached as to such Eligible Member; then to the Employer Contribution Account of the Eligible Member who received the next smallest amount of Compensation for such Plan Year
until the 401(m) Additional Contribution Limitation has been reached as to such Eligible Member, and continuing in such manner until the Employer Discretionary Qualified Matching Contribution for such Plan Year has been completely allocated or
the 401(m) Additional Contribution Limitation has been reached as to all Eligible Members.” 
 XI. 
 Effective January 1, 2007, Section 4.2 of the Plan is amended in its entirety to provide as follows: 
 “4.2 Application of Forfeitures. Any amounts that are forfeited under any provision hereof during a Plan Year shall be
applied in the manner determined by the Committee to reduce Employer Matching Contributions, Employer Discretionary Contributions, and Employer Discretionary Qualified Matching Contributions next coming due and/or to pay expenses incident to the
administration of the Plan and Trust. Prior to such application, forfeited amounts shall be held in suspense and invested in the Investment Fund or Funds designated from time to time by the Committee.” 
 XII. 
 Effective January 1, 2006,
a new Section 4.5 is added to the Plan to provide as follows: 
 “4.5 Recharacterizations. In the
event a Member’s Before-Tax Contributions for a Plan Year do not equal a limitation described in Section 3.10 for any reason whether or not related to an election by a Member, his catch-up contributions, if any, for such Plan Year shall be
recharacterized as Before-Tax Contributions for all purposes to the extent necessary to either (i) increase Before-Tax Contributions to equal such limitation, or (ii) exhaust the catch-up contributions made for such Plan Year; provided;
however, in no event shall such recharacterized catch-up contributions be eligible to be matched by Employer Matching Contributions. 
  

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 In the event a Member who is eligible to elect catch-up contributions pursuant to the
provisions of Section 3.10 is determined by the Committee, applying the provisions of Section 3.8, to have excess deferrals for a Plan Year, then before causing a distribution of such Member’s excess deferrals, the Committee may cause
such Member’s Before-Tax Contributions to be recharacterized as catch-up contributions to the extent necessary to either (i) exhaust his excess deferrals, or (ii) increase his catch-up contributions to the applicable limit under Code
Section 414(v) for the Plan Year.” 
 XIII. 
 Effective January 1, 2006, Section 8.5 of the Plan is amended in its entirety to provide as follows: 
 “8.5 Forfeitures of Vesting Service. 
 (a) In the case of an individual
who terminates employment at a time when he has no balance credited to his Before-Tax Account and a 0% Vested Interest in his Employer Contribution Account and thereafter incurs a Period of Severance that equals or exceeds the greater of five years
or his aggregate Period of Service completed before such Period of Severance, such individual’s Period of Service completed before such Period of Severance shall be forfeited and completely disregarded in determining his years of Vesting
Service. 
 (b) In the case of a Member who terminates employment with the Employer at a time when he has a balance credited
to his Before-Tax Account or a Vested Interest in his Employer Contribution Account of less than 100% and thereafter incurs a Period of Severance of five consecutive years, such Member’s years of Vesting Service completed after such Period of
Severance shall be disregarded for purposes of determining such Member’s Vested Interest in any Plan benefits derived from Employer Contributions on his behalf before such Period of Severance, but his years of Vesting Service completed before
such Period of Severance shall not be disregarded in determining his nonforfeitable right to Employer Contributions on his behalf after such Period of Severance. 
  

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 (c) A Member who terminates employment with the Employer at a time when he has a 100%
Vested Interest shall not forfeit any of his Vesting Service.” 
 XIV. 
 Effective January 1, 2006, Section 8.6 of the Plan is amended in its entirety to provide as follows: 
 “8.6 Forfeitures of Nonvested Account Balance. 
 (a) With respect to a Member who terminates employment with the Employer with a Vested Interest in his Employer Contribution Account that
is less than 100% and either is not entitled to any distribution from the Plan or receives a distribution from the Plan of the balance of his Vested Interest in his Accounts in the form of a lump sum distribution, the nonvested portion of such
terminated Member’s Employer Contribution Account as of his Benefit Commencement Date shall become a forfeiture as of his Benefit Commencement Date (or as of his date of termination of employment if no amount is payable from the Trust Fund on
behalf of such Member with such Member being considered to have received a distribution of zero dollars on his date of termination of employment). 
 (b) With respect to a Member who terminates employment with the Employer with a Vested Interest in his Employer Contribution Account that is less than 100% and who has not previously incurred a forfeiture under the
provisions of Paragraph (a) above (or Section 8.8 below), the nonvested portion of his Employer Contribution Account shall be forfeited as of the earlier of (1) the date the Member completes a Period of Severance of five consecutive
years, or (2) the date of the terminated Member’s death.” 
 XV. 
 Effective August 29, 2005, Section 11.1(e) of the Plan is amended in its entirety to provide as follows: 
 “(e) A Member who has a financial hardship, as determined by the Committee, and who has made all available withdrawals pursuant to
(1) the Paragraphs above, and Appendices A and/or B, as applicable, and (2) pursuant to the provisions of any other plans of the Employer and any Controlled Entities of which he is a member, and has obtained all available loans pursuant to
Article XII and 

  

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pursuant to the provisions of any other plans of the Employer and any Controlled Entities of which he is a member, may withdraw from his Before-Tax Account
and Catch-Up Contribution Account an amount not to exceed the lesser of (i) the balance of such Accounts or (ii) the amount determined by the Committee as being available for withdrawal pursuant to this Paragraph. For purposes of this
Paragraph, financial hardship shall mean the immediate and heavy financial needs of the Member. A withdrawal based upon financial hardship pursuant to this Paragraph shall not exceed the amount required to meet the immediate financial need created
by the hardship. The amount required to meet the immediate financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from such withdrawal. The determination of the
existence of a Member’s financial hardship and the amount required to be distributed to meet the need created by the hardship shall be made by the Committee. The decision of the Committee shall be final and binding, provided that all Members
similarly situated shall be treated in a uniform and nondiscriminatory manner. A withdrawal shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is for: 
 (1) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Member, the Member’s spouse, or
any dependents of the Member (as defined in Section 152 of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code and not reimbursed or reimbursable by insurance; 
 (2) Costs directly related to the purchase of a principal residence of the Member (excluding mortgage payments); 
 (3) Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post- secondary education
for the Member or the Member’s spouse, children, or dependents (as defined in Section 152 of the Code); 
 (4)
Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence; or 
 (5) Expenses permitted under Internal Revenue Service Announcement 2005-70 with respect to special hardship distributions permitted for
affected persons of Hurricane Katrina (i) whose principal residence was located in one of the disaster areas eligible for Individual Assistance by the Federal Emergency Management Agency because of Hurricane Katrina on the relevant 

  

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declared disaster date (ii) whose place of employment was located in one of these disaster areas on the relevant declared disaster date, or
(iii) whose lineal ascendant or descendant, dependent or spouse had a principal residence or place of employment in one of these disaster areas on the relevant declared disaster date. Such distribution must be made on or after August 29,
2005, and before April 1, 2006. 
 The above notwithstanding, (1) withdrawals under this Paragraph shall be limited to the sum of
the Member’s Before-Tax Contributions and catch-up contributions pursuant to Section 3.10, plus income allocable to the Member’s Before-Tax Contributions and credited to the Member’s Before-Tax Account as of December 31,
1988, less any previous withdrawals of such amounts, and (2) Employer Contributions utilized to satisfy the restrictions set forth in Section 3.1(e), and income allocable thereto, shall not be subject to withdrawal. Except to the extent a
hardship distribution is made pursuant to Paragraph (e)(5) above, a Member who receives a distribution pursuant to this Paragraph on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all
other plans maintained by the Employer or any Controlled Entity for six months after receipt of the distribution.” 
 XVI.

 Effective January 1, 2007, Section 11.1(e) of the Plan is amended in its entirety to provide as follows: 
 “(e) A Member who has a financial hardship, and who has made all available withdrawals pursuant to the Paragraphs above and
Appendices A and/or B hereunder, as applicable, and pursuant to the provisions of any other plans of the Employer and any Controlled Entities of which he is a member and who has obtained all available loans pursuant to Article XII and pursuant to
the provisions of any other plans of the Employer and any Controlled Entities of which he is a member may withdraw from his Before-Tax Account and Catch-Up Contribution Account an amount not to exceed the lesser of (1) the balance of such
Accounts or (2) the amount required to meet the immediate financial need created by the hardship. The amount required to meet the immediate financial need may include any amounts necessary to pay any federal, state, or local income taxes or
penalties reasonably anticipated to result from the distribution. For purposes of this Paragraph, financial hardship shall mean one of the following immediate and heavy financial needs of the Member: 
 (1) Expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without
regard to whether the expenses exceed 7.5% of adjusted gross income); 
  

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 (2) Costs directly related to the purchase of a principal residence of the Member
(excluding mortgage payments); 
 (3) Payment of tuition, related educational fees, and room and board expenses, for up to the
next twelve months of post-secondary education for the Member, the Member’s spouse, children, or dependents (as defined in Section 152 of the Code and without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); 
 (4) Payments necessary to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the
Member’s principal residence; 
 (5) Payments for burial or funeral expenses for the Member’s deceased parent,
spouse, children or dependents (as defined in Section 152 of the Code and without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); or 
 (6) Expenses for the repair of damage to the Member’s principal residence that would qualify of the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10%
of adjusted gross income); or 
 (7) Expenses permitted under Internal Revenue Service Announcement 2005-70 with respect to
special hardship distributions permitted for affected persons of Hurricane Katrina (i) whose principal residence was located in one of the disaster areas eligible for Individual Assistance by the Federal Emergency Management Agency because of
Hurricane Katrina on the relevant declared disaster date (ii) whose place of employment was located in one of these disaster areas on the relevant declared disaster date, or (iii) whose lineal ascendant or descendant, dependent or spouse
had a principal residence or place of employment in one of these disaster areas on the relevant declared disaster date. Such distribution must be made on or after August 29, 2005, and before April 1, 2006. 
 The above notwithstanding, (1) withdrawals under this Paragraph from a Member’s Before-Tax Account shall be limited to the sum of the
Member’s Before-Tax Contributions to the Plan, plus income allocable to the Member’s Before-Tax Contributions and credited to the Member’s Before-Tax Account as of December 31, 1988, less any previous withdrawals of such amounts,
(2) withdrawals from a Member’s Catch-Up Contribution 

  

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Account shall be limited to the Member’s catch-up contributions pursuant to Section 3.10, less any previous withdrawals of such amounts and
(3) Employer Discretionary Qualified Matching Contributions utilized to satisfy the restrictions set forth in Section 3.1(e), and income allocable thereto, shall not be subject to withdrawal. Except to the extent a hardship distribution is
made pursuant to Paragraph (e)(7) above, a Member who receives a distribution pursuant to this Paragraph on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans maintained
by the Employer or any Controlled Entity for six months after receipt of the distribution.” 
 XVII. 
 Effective August 25, 2005, a new Section 11.3 of the Plan is added to the Plan to provide as follows: 
 “11.3 Special Hurricane Relief Distributions. A distribution may be made on and after August 25, 2005 (for
distributions made on account of Hurricane Katrina), September 22, 2005 (for distributions made on account of Hurricane Rita), or October 22, 2005 (for distributions made on account of Hurricane Wilma), and before January 1, 2007, to
an eligible Member to the extent such distribution is approved by the Committee and permitted under Section 101 of the Katrina Emergency Tax Relief Act of 2005 (‘KETRA’) and Section 201 of the Gulf Opportunity Zone Act of 2005
(‘GO Zone’). An individual is eligible to receive such a distribution if the individual (i) had a principal place of abode in the Hurricane Katrina, Wilma or Rita disaster areas (as defined under KETRA and GO Zone) as of the relevant
dates (as specified under KETRA and GO Zone), and (ii) sustained economic loss by reason of Hurricane Katrina, Wilma or Rita. Withdrawals made pursuant to this Section 11.3 shall be limited to the greater of (i) $100,000 or
(ii) the vested balance of a Member’s Accounts. In determining the $100,000 maximum distribution amount, distributions received from any plans maintained by the Employer or a Controlled Entity and any other qualified plans, annuities and
individual retirement accounts shall be taken into account. A Member may elect to repay such distribution and a qualified hurricane distribution under Section 11.1(e)(5) within three years to this Plan or another eligible retirement plan or not
repay the distribution, in which case such distribution may be included as taxable income ratably over a period of three (3) years or a period of one (1) year. Such amounts that are repaid pursuant to this Section 11.3 shall be
treated as a qualified rollover to the Plan. The Committee is permitted to rely on the reasonable representations of the Member with respect to the Member’s eligibility to receive a distribution pursuant to this Section 11.3, unless the
Committee has actual knowledge to the contrary.” 
  

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 XVIII. 
 Effective January 1, 2006, Section 12.2(b) of the Plan is amended in its entirety to provide as follows: 
 “(b) Paragraph (a) above to the contrary notwithstanding, no loan shall be made from the Plan to the extent that such loan would cause the total of all loans made to a Participant from all qualified plans of
an Employer or a Controlled Entity, including loans deemed distributed in accordance with regulations promulgated under Section 72(p) of the Code, and the interest accruing thereafter, that has not been repaid (‘Outstanding Loans’) to
exceed the lesser of: 
 (1) $50,000 (reduced by the excess, if any, of (A) the highest outstanding balance of
Outstanding Loans during the one-year period ending on the day before the date on which the loan is to be made, over (B) the outstanding balance of Outstanding Loans on the date on which the loan is to be made); or 
 (2) one-half the present value of the Member’s nonforfeitable accrued benefit under all qualified plans of the Employer or a
Controlled Entity.” 
 XIX. 
 Effective as of January 1, 2006, Section 12.4(b) of the Plan is amended by adding the following sentence after the penultimate sentence thereof: 
 “Notwithstanding the foregoing, in the event that a loan from the Plan is deemed distributed to a Member and has not been repaid by the Member, and the Member applies for another loan from the Plan, then the new
loan shall satisfy such additional conditions as may required in accordance with section 72(p) of the Code and the Treasury regulations promulgated thereunder.” 
  

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 XX. 
 Effective January 1, 2007, Section 12.5(c) of the Plan is amended in its entirety to provide as follows: 
 “(c) If the Member fails in any way to comply with the repayment terms of a loan, such loan shall be repaid by offsetting the Member’s outstanding loan balance (including interest) against the amount in the
Member’s segregated loan fund pledged as security for the loan. Any such outstanding loan (including interest) shall be so offset and repaid on the earlier of (1) the last day of the ‘Grace Period’ (as hereinafter defined)
applicable with respect to such failure to comply or (2) the date of any withdrawal or distribution of benefits from the pledged portion of the Member’s Accounts pursuant to the provisions of the Plan. Notwithstanding the foregoing,
amounts in a Member’s Accounts may not be offset and used to satisfy the payment of such loan (including interest) prior to the earliest time such amounts would otherwise be permitted to be distributed under applicable law. For purposes of this
Paragraph, the ‘Grace Period’ with respect to any failure to comply with the repayment terms of a loan shall be the period beginning on the date of such failure and ending on the last day of the calendar quarter following the calendar
quarter in which such failure occurred.” 
 XXI. 
 Effective August 25, 2005, a new Section 12.7 is added to the Plan to provide as follows: 
 “12.7 Special Hurricane Relief Loans. A special loan may be made to an eligible Member on and after September 24, 2005, for Members affected by Hurricane Katrina; and on and after December 21, 2005, for Members
affected by Hurricane Rita or Hurricane Wilma; and before December 31, 2006, to the extent that such loan is approved by the Committee and permitted under Section 103 of KETRA and Section 201 of GO Zone. With respect to a loan made
pursuant to this Section 12.7, the reference to $50,000 in Section 12.2(b)(1) shall be increased to $100,000 and the reference to ‘one-half the present value’ in Section 12.2(b)(2) shall be increased to ‘the present
value’. A Member is eligible to receive such a loan if the Member (i) had a principal place of abode in the Hurricane Katrina, Wilma or Rita disaster areas (as defined under KETRA and GO Zone) as of the relevant dates (as specified under
KETRA and GO Zone), and (ii) sustained economic loss by reason of Hurricane Katrina, Wilma or Rita. In addition, for an eligible Member, as defined above, with an outstanding Plan loan on or after August 25, 2005 (for Members whose main
home was located in Hurricane Katrina disaster area), September 23, 2005 (for Members whose main home was located in Hurricane Rita disaster area), or October 23, 2005 (for Members whose main home was located in Hurricane Wilma disaster
area), if the due date for any repayment on such loan occurs during the period beginning on August 25, 2005, September 23, 2005 or October 23, 2005, as applicable, and ending on December 31, 2006, the due date may be delayed
for one (1) year by the Committee. Any payments after the suspension period will be appropriately adjusted to reflect the delay and any interest accruing during the delay.” 
  

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 XXII. 
 Effective January 1, 2006, Section 17.2(d) of the Plan is amended in its entirety to provide as follows: 
 “(d) In the case of a termination of the Plan, the Accounts of a Member shall, subject to the consent provisions of Article X, be distributed to such Member in a ‘lump sum distribution’ as such term is
defined below; provided, however, a distribution may not be made if the Employer establishes or maintains another ‘Alternative Defined Contribution Plan’. For purposes of this Section 17.2(d), an ‘Alternative Defined Contribution
Plan’ is a defined contribution plan that exists at any time during the period beginning on the date of Plan termination and ending 12 months after distribution of all assets from the terminated Plan. However, if at all times during the
24-month period beginning 12 months before the date of Plan termination, fewer than 2% of the employees who were eligible under the defined contribution plan that includes the cash or deferred arrangement as of the date of Plan termination are
eligible under the other defined contribution plan, the other Plan is not an Alternative Defined Contribution Plan. In addition, a defined contribution plan is not treated as an Alternative Defined Contribution Plan if it is an employee stock
ownership plan, as defined in Section 4975(e)(7) or Section 409(a) of the Code, a simplified employee pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that
satisfies the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f). The term ‘lump sum distribution’ shall have the meaning provided in Code Section 402(e)(4)(D) (without regard to
Section 402(e)(4)(D)(i)(l), (II), (III) and (IV). In the case of a Member who is affected by a partial termination of the Plan, the Accounts of such Member shall, subject to the consent provisions of Article X, be distributed in accordance with
the applicable provisions of Article X after he has incurred a Severance from Employment.” 
  

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 XXIII. 
 Effective January 1, 2006, Section 10.1(g) of Appendix C of the Plan is amended in its entirety to provide as follows: 
 “(g) Notwithstanding the provisions of the Plan regarding availability of distributions from the Plan upon ‘termination of
employment’, a Member’s Accounts shall not be distributed until the Member has incurred a Severance from Employment.” 
 XXIV. 
 Except as modified herein, the Plan shall remain in full force and effect. 
 IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed this 18 day of December, 2006, effective as
hereinbefore provided. 
  

			
	DYNEGY INC.
		
	By:	 	/s/ Julius Cox
	Title:	 	VP, Human Resources & BPC Chairman


  

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