0001104659-13-023591 Sample Contracts

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the 18th day of March, 2013, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Named Employee (“Employee”). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

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FORM OF STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 18th day of March, 2013, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Named Employee (the “Employee”). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Robert C. Flexon)
Employment Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) dated as of March 18, 2013, by and between Dynegy Operating Company (“Company”) and Robert C. Flexon (“Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Henry D. Jones)
Employment Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated as of March 18, 2013, by and between Dynegy Operating Company (“Company”) and Henry D. Jones (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Carolyn J. Burke)
Employment Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) dated as of March 18, 2013, by and between Dynegy Operating Company (“Company”) and Carolyn J. Burke (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Catherine B. Callaway)
Employment Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) dated as of March 18, 2013, by and between Dynegy Operating Company (“Company”) and Catherine B. Callaway (“Executive”).

FORM OF PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the 18th day of March, 2013, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Named Employee (“Employee”). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Clint C. Freeland)
Employment Agreement • March 22nd, 2013 • Dynegy Inc. • Electric services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) dated as of March 18, 2013, by and between Dynegy Operating Company (“Company”) and Clint C. Freeland (“Executive”).

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