0001379895-17-000008 Sample Contracts

FORM OF STOCK UNIT AWARD AGREEMENT (CEO)
Form of Stock Unit Award Agreement • May 5th, 2017 • Dynegy Inc. • Electric services

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Robert Flexon (the “Employee”). A copy of the Amended and Restated 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.

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FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (CEO)
Non-Qualified Stock Option Award Agreement • May 5th, 2017 • Dynegy Inc. • Electric services

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Robert Flexon (“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.

FORM OF PERFORMANCE AWARD AGREEMENT (EVP)
Form of Performance Award Agreement • May 5th, 2017 • Dynegy Inc. • Electric services

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Named Employee (“Employee”). A copy of the Amended and Restated 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.

AMENDMENT AGREEMENT
Amendment Agreement • May 5th, 2017 • Dynegy Inc. • Electric services • New York

This AMENDMENT AGREEMENT, dated as of March 8, 2017 (this “Agreement”), is made by and among Illinois Power Marketing Company, an Illinois corporation (the “Applicant”), and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) (together with its successors and assigns, the “Bank”).

AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • May 5th, 2017 • Dynegy Inc. • Electric services • New York

This AMENDMENT AND WAIVER AGREEMENT, dated as of February 2, 2017 (this “Agreement”), is made by and among Illinois Power Marketing Company, an Illinois corporation (the “Applicant”), and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) (together with its successors and assigns, the “Bank”).

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • May 5th, 2017 • Dynegy Inc. • Electric services • New York

This SECOND AMENDMENT AGREEMENT, dated as of April 21, 2017 (this “Agreement”), is made by and among Illinois Power Marketing Company, an Illinois corporation (the “Applicant”), and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) (together with its successors and assigns, the “Bank”).

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