0001379895-15-000014 Sample Contracts

FOURTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Fourth Supplemental Indenture Subsidiary Guarantee • August 7th, 2015 • Dynegy Inc. • Electric services • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).

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FORM OF STOCK UNIT AWARD AGREEMENT
Form of Stock Unit Award Agreement • August 7th, 2015 • Dynegy Inc. • Electric services

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 11th of May, 2015, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Robert Flexon (the “Executive”). 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.

FOURTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Fourth Supplemental Indenture Subsidiary Guarantee • August 7th, 2015 • Dynegy Inc. • Electric services • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Fourth Supplemental Indenture Subsidiary Guarantee • August 7th, 2015 • Dynegy Inc. • Electric services • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 7th, 2015 • Dynegy Inc. • Electric services • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (the “Trustee”).

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