DYNEGY INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PAY PLAN

I.

INTRODUCTION .

II.

DEFINITIONS .

                  2.1      Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless the context clearly indicates otherwise:

          (a)      “Board” shall mean the Board of Directors of the Company.

          (b)      “Cause” shall mean (1) for the Chief Executive Officer (A) refusal to implement or adhere to lawful policies or lawful directives of the Board; (B) engaging in conduct which is materially injurious (monetarily or otherwise) to the Employer or any of its subsidiaries (including, without limitation, misuse of the Employer’s or a subsidiary’s funds or other property); (C) misconduct or dishonesty directly related to the performance of the Chief Executive Officer’s duties for the Employer or gross negligence in the performance of the Chief Executive Officer’s duties for the Employer; (D) conviction (or entering into a plea bargain admitting criminal guilt) in any criminal proceeding involving a felony or a crime of moral turpitude; (E) drug or alcohol abuse; or (F) continued failure to perform the Chief Executive Officer’s duties which is not cured within ten (10) days after written notice is provided to the Chief Executive Officer by the Employer, or (2) for all other Covered Individuals, the Covered Individual (A) has been convicted of a misdemeanor involving moral turpitude or a felony; (B) has failed to substantially perform the duties of such Covered Individual to the Employer (other than such failure resulting from the Covered Individual’s incapacity due to physical or mental condition) which results in a materially adverse effect upon the Employer, financial or otherwise; (C) has refused without proper legal reason to perform the Covered Individual’s duties and responsibilities to the Employer; or (D) has breached any material corporate policy maintained and established by the Employer that is applicable to the Covered Individual, provided such breach results in a materially adverse effect upon the Employer, financial or otherwise.

          (c)      “Change in Control” shall mean the occurrence of any of the following events: (1) a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets or equity interests of the Company to another entity if, in any such case, (A) the holders of equity securities of the Company immediately prior to such event do not beneficially own immediately after such event equity securities of the resulting entity entitled to fifty-one percent (51%) or more of the votes then eligible to be cast in the election of directors (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately prior to such event or (B) the persons who were members of the Board immediately prior to such event do not constitute at least a

majority of the board of directors of the resulting entity immediately after such event; (2) the dissolution or liquidation of the Company, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S. Code, as amended; (3) a circumstance where any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of fifty percent (50%) or more of the combined voting power of the outstanding securities of, (A) if the Company has not engaged in a merger or consolidation, the Company, or (B) if the Company has engaged in a merger or consolidation, the resulting entity; (4) circumstances where, as a result of or in connection with, a contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board; or (5) the Board (or the Compensation Committee) adopts a resolution declaring that a Change in Control has occurred. For purposes of the “Change in Control” definition, (a) “resulting entity” in the context of an event that is a merger, consolidation or sale of all or substantially all of the subject assets or equity interests shall mean the surviving entity (or acquiring entity in the case of an asset or equity interest sale), unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of the Company receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (b) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term “Company” shall refer to the resulting entity and the term “Board” shall refer to the board of directors (or comparable governing body) of the resulting entity.

          (d)      “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

          (e)      “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (f)      “Company” shall mean Dynegy Inc., a Delaware corporation, and any successor thereto.

          (g)      “Compensation” shall mean, with respect to each Covered Individual. the sum of the following:

          (1)          the greater of such Covered Individual’s annual base salary at the rate in effect (A) immediately prior to the Change in Control, (B) sixty (60) days prior to the date of such Covered Individual’s Involuntary Termination, or (C) the date of such Covered Individual’s Involuntary Termination; and

          (2)          the greater of such Covered Individual’s target annual bonus under any applicable Short Term Incentive Compensation Plan or Arrangement for (A) the fiscal year in which the Change in Control occurs, (B) any fiscal year beginning after the fiscal year in which the Change in Control occurs and before the fiscal year in which such Covered Individual’s Involuntary Termination occurs, or (C) the fiscal year in which such Covered Individuals Involuntary Termination occurs.

          (h)      “Compensation Committee” shall mean the Compensation and Human Resources Committee of the Board unless and until the Board designates another committee of the Board to serve in such capacity.

          (i)      “Continuation Coverage Period” shall mean (1) with respect to a Level One Covered Individual (as defined in Section 2.1(j)), thirty-six (36) months, (2) with respect to a Level Two Covered Individual (as defined in Section 2.1(j)), thirty (30) months, (3) with respect to a Level Three Covered Individual (as defined in Section 2.1(j)), twenty-four (24) months, (4) with respect to a Level Four Covered Individual (as defined in Section 2.1(j), eighteen (18) months, and (5) with respect to a Level Five Covered Individual (as defined in Section 2.1(j)), twelve (12) months.

          (j)      “Covered Individual” shall mean each individual who receives a level of compensation from an Employer based upon one of the following positions(1) the Chief Executive Officer or Chief Operating Officer (or other comparable position as designated by the Compensation Committee) (a “Level One Covered Individual”), (2) an Executive Vice President or any member of the Executive Management Team (a “Level Two Covered Individual”), (3) a Senior Vice President other than a member of the Executive Management Team (a “Level Three Covered Individual”), (4) a Vice President, or any other individual (other than a Level One Covered Individual, a Level Two Covered Individual, a Level Three Covered Individual or a member of the Executive Management Team) who receives compensation based upon a level above Managing Director (a “Level Four Covered Individual”), or (5) a Managing Director other than a member of the Executive Management Team (a “Level Five Covered Individual”); provided, however, Covered Individual shall not mean an individual who is hired by an Employer on or after the effective date of the particular Change in Control.

          (k)      “Disability” shall mean that the Covered Individual is determined under the long-term disability plan sponsored by the Company that covers the Covered Individual to have a disability that entitles him or her to benefits under that plan.

          (l)      “Effective Date” shall mean April 3, 2008; provided, that if a subsidiary subsequently adopts the Plan, the Effective Date for such subsidiary and its eligible employees who are Covered Individuals shall be the date specified in the document by which the subsidiary adopts the Plan.

          (m)      “Employer” shall mean the Company and each of its subsidiaries (and any successors) that participate in the Plan. The participating subsidiaries are listed on Attachment A to the Plan.

          (n)      “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

          (o)      “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          (p)      “Executive Management Team” shall mean the Chief Executive Officer and his or her direct reports, together with any such additional officers who are named to the Executive Management Team by the Chief Executive Officer.

          (q)      “Good Reason” shall mean the occurrence, without the Covered Individual’s express written consent, within sixty (60) days before the date upon which a Change in Control occurs or within two years thereafter, of any one or more of the following:

          (1)     a material reduction in the nature or scope of a Covered Individual’s authorities or duties from those applicable to such Covered Individual immediately prior to the date on which a Change in Control occurs;

          (2)     a material diminution in a Covered Individual’s total compensation which includes his or her annual base salary and target opportunities and awards under any applicable Short Term Incentive Compensation Plan or Arrangement and under any applicable Long Term Incentive Compensation Plan or Arrangement; or

          (3)     a change in the location of a Covered Individual’s principal place of employment by fifty (50) miles or more from the location where he or she was principally employed.

          (r)      “Involuntary Termination” shall mean any termination of a Covered Individual’s employment with the Employer which:

          (1)     does not result from a voluntary resignation by such Covered Individual (other than a resignation pursuant to clause (2) of this Section 2.1(r); or

          (2)     results from a Termination for Good Reason by such Covered Individual;

provided, however, that the term “Involuntary Termination” shall not include a termination for Cause or any termination as a result of such Covered Individual’s death or Disability.

          (s)      “Long Term Incentive Compensation Plan or Arrangement” shall mean any of the Employer’s long term incentive compensation plans in existence on the Effective Date or any additional or successor plans, including, but not limited to, the Dynegy Inc. 2000 Long Term Incentive Plan and the Dynegy Inc. 2002 Long Term Incentive Plan.

          (t)      “Notice of Termination for Good Reason” shall mean a notice from a Covered Individual to the Company that shall indicate the specific termination provision or provisions of the Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The failure of a Covered Individual to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any right hereunder or preclude asserting such fact or circumstance in enforcing his or her

rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination not less than thirty (30) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is delivered to and acknowledged by the General Counsel of the Company.

          (u)      “Plan” shall mean the Dynegy Inc. Executive Change in Control Severance Pay Plan, as amended from time to time.

          (v)      “Plan Administrator” shall mean the Dynegy Inc. Benefit Plans Committee; provided, however, that with respect to all periods occurring from and after the date upon which a Change in Control occurs, the Plan Administrator shall be the independent third party, as provided in Section 4.6.

          (w)      “Plan Year” shall mean the twelve-month period beginning each January 1 ^st .

          (x)      “Severance Amount Percentage” shall mean (1) with respect to a Level One Covered Individual, two hundred ninety-nine percent (299%), (2) with respect to a Level Two Covered Individual, two hundred fifty percent (250%), (3) with respect to a Level Three Covered Individual, two hundred percent (200%), (4) with respect to a Level Four Covered Individual, one hundred fifty percent (150%), and (5) with respect to a Level Five Covered Individual, one hundred percent (100%).

          (y)      “Short Term Incentive Compensation Plan or Arrangement” shall mean any of the Employer’s short term annual bonus plans in existence on the Effective Date or any additional or successor plans, including, but not limited to, the Dynegy Inc. Incentive Compensation Plan.

          (z)      “Specified Employee” shall mean a Covered Individual who is a specified employee within the meaning of Treasury Regulation Section 1.409A-1(i).

          (aa)    “Specified Employee Effective Date” shall mean the April 1 ^st next following a Specified Employee Identification Date.

          (bb)    “Specified Employee Identification Date” shall mean December 31 ^st of each Plan Year.

          (cc)    “Termination For Good Reason” means a resignation of employment by the Covered Individual by a written Notice of Termination for Good Reason given to the General Counsel of the Company within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason.

          (dd)    “Vice President of Human Resources” means the individual who, at the time in question, holds a title of Vice President or above and/or is the highest ranking officer in the Human Resources Department of the Company.

III.

SEVERANCE BENEFITS .

                  3.1      Severance Benefits . Subject to the terms and condition hereof, if the employment by the Employer or a successor thereto of a Covered Individual shall be subject to an Involuntary Termination occurring (1) in connection with, but in no event earlier than 60 days prior to, a Change in Control, or (2) on or within two (2) years after the date upon which a Change in Control occurs, then that Covered Individual shall be entitled to receive the following severance benefits (subject to any deductions and other conditions otherwise described herein):

          (a)     a lump sum cash payment in an amount equal to the Covered Individual’s Severance Amount Percentage multiplied by his or her Compensation;

          (b)     a lump sum cash payment in an amount equal to (1) (A) the aggregate annual target opportunity under all applicable Short Term Incentive Compensation Plans or Arrangements that could have been earned by such Covered Individual for the fiscal year of the Company during which such Involuntary Termination occurs (determined as if all applicable goals and targets had been satisfied in full), multiplied by (B) a fraction, the numerator of which is the number of days during the period beginning on the first day of such fiscal year and ending on the date of such Involuntary Termination, and the denominator of which is three hundred sixty-five (365), and (2) the aggregate annual target opportunity under all applicable Short Term Incentive Compensation Plans or Arrangements earned by the Covered Individual but not yet paid for the prior fiscal year of the Company ;

          (c)      such Covered Individual and those of his or her dependents (including his or her spouse) who were covered under the medical, dental and life insurance benefit plans maintained by the Employer on the day prior to the Involuntary Termination shall continue to be covered under such plans throughout the Covered Individual’s Continuation Coverage Period beginning on the date of the Involuntary Termination at a cost to the Covered Individual that is no greater than the lesser of (1) the cost of the coverage paid by the Covered Individual immediately prior to the Involuntary Termination or (2) the cost of the coverage paid by the Covered Individual immediately prior to the Change in Control; provided, however, that (A) the benefits and terms of each such coverage shall be no less favorable in the aggregate than that provided to such Covered Individual and his covered dependents immediately prior to the Change in Control and (B) coverage under a particular medical, dental or life insurance benefit plan shall end immediately upon the Covered Individual’s obtaining of new employment and eligibility for coverage under a similar welfare benefit plan maintained by the Covered Individual’s new employer (with such Covered Individual being obligated hereunder to accept the new coverage and promptly report such new coverage to the Company or its successor); provided, further, that to the extent the Covered Individual’s participation in the Company’s group health care plan during his or her Continuation Coverage Severance Period exceeds his or her COBRA continuation coverage period, the Covered Individual will be required to pay the then current COBRA premium for his or her elected coverage and will receive a reimbursement amount from the Company, as taxable income, equal to the difference between the required COBRA premium paid by the Covered Individual and the cost for such coverage as provided pursuant to this Subsection (c), for each month of such participation following the expiration of such

COBRA continuation coverage period. Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period of such Covered Individual and his or her eligible dependents to health care continuation coverage as required pursuant to Part 6 of Title I of ERISA, except that the period of such health care continuation coverage under the Company’s group health care plan shall be reduced by the period of time the Covered Individual receives coverage during his or her Continuation Coverage Period, as provided under the terms of the Plan. In any event, any amount paid to a Covered Individual for reimbursement of any portion of group health care plan premiums, as provided in this Subsection 3.1(c), will be paid to the Covered Individual not later than the last day of the calendar year following the year in which the Covered Individual incurs such expense; and

          (d)     outplacement services and benefits at least equivalent to those that would have been provided to such Covered Individual under the programs maintained by the Employer immediately prior to the Change in Control had such Covered Individual’s employment been Involuntarily Terminated immediately prior to the Change in Control, but in no event beyond the end of the second calendar year following the calendar year in which the Covered Individual terminated employment. The Company will pay such outplacement assistance benefits directly to an outplacement assistance provider mutually agreed upon by the eligible Covered Individual and the Plan Administrator. The value of such outplacement services will not be paid to the eligible Covered Individual. The Company may, in its sole discretion, provide outplacement assistance benefits to an eligible Covered Individual prior to the eligible Covered Individual’s execution of the Release (as defined in the following paragraph) or the expiration of any revocation period described in the Release. If an eligible Covered Individual is provided such outplacement assistance benefits prior to execution of the Release or the expiration of any such revocation period, then, after execution of the Release and the expiration of such revocation period, the eligible Covered Individual will not be entitled to outplacement assistance benefits in excess of those that the Plan Administrator had determined would be provided to the eligible Covered Individual. If an eligible Covered Individual fails to execute the Release within the specified period or revokes the Release before the revocation period expires, any outplacement assistance benefits will cease.