0001362310-09-003502 Sample Contracts

PHANTOM STOCK UNIT AWARD AGREEMENT
Phantom Stock Unit Award Agreement • March 10th, 2009 • Dynegy Inc. • Electric services

THIS PHANTOM STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 4th day of March, 2009, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Bruce A. Williamson (the “Employee”). A copy of the Dynegy Inc. 2009 Phantom Stock 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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PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • March 10th, 2009 • Dynegy Inc. • Electric services

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the 4th day of March, 2009, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and (“Employee”). A copy of the Dynegy Inc. 2000 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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