0001193125-07-108245 Sample Contracts

FORM OF RESTRICTED STOCK AWARD AGREEMENT (Cliff Vest – Managing Director and Above)
Restricted Stock Award Agreement • May 9th, 2007 • Dynegy Inc. • Electric services

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the [ ] day of April, 2007, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and [the named employee] (the “Employee”). A copy of the Dynegy Inc. [ ] 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.

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FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • May 9th, 2007 • Dynegy Inc. • Electric services

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the [ ] day of April, 2007, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and [the named employee] (“Employee”). A copy of the Dynegy Inc. [ ] 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.

FORM OF PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 9th, 2007 • Dynegy Inc. • Electric services

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the [ ] day of April, 2007, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and [ ] (“Employee”). A copy of the Dynegy Inc. [2002 or 2000] 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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