DYNEGY INC. DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS As Amended and Restated Effective January 1, 2008

(a)

Accounts . “Accounts” means a Participant’s Company Deferral Account and Deferred Money Account, excluding such amounts in a Participant’s Grandfathered Deferral Account, as applicable.

(c)

Beneficiary . “Beneficiary” with respect to a Participant is the person designated or otherwise determined under the provisions of Article VIII as the distributee of benefits payable after the Participant’s death. A person designated or otherwise determined to be a Beneficiary under the terms of the Plan has no interest in or right under the Plan until the Participant in question has died. A person will cease to be a Beneficiary on the day on which all benefits to which such person is entitled under the Plan have been distributed.

(f)

Change in Control . “Change in Control” means the occurrence of any of the following events: (i) 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; (ii) the dissolution or liquidation of the Company, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S. Code, as amended; (iii) 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; (iv) 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 (v) the Board adopts a resolution declaring that a Change in Control has occurred. For purposes of the “Change in Control” definition, (1) “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 (2) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term “the 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.

(h)

Common Stock . “Common Stock” means the Class A common stock, $0.01 par value, of the Company.

(j)

Company Deferral Account . “Company Deferral Account” shall have the meaning specified in Section 4.1(a) hereof.

(l)

Deferred Money Account . “Deferred Money Account” shall have the meaning specified in Section 4.2(d) hereof.

(m)

Dynegy Stock Fund . “Dynegy Stock Fund” shall have the meaning specified in Section 5.1 hereof.

(o)

Exchange Act . “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes a reference to that provision as it may be amended from time to time and to any successor provision.

(q)

Grandfathered Deferral Account . “Grandfathered Deferral Account” means the balances of a Participant’s Company Deferral Account and Deferred Money Account that are attributable to deferrals prior to January 1, 2005 and the related earnings thereon, if any.

(s)

Phantom Stock Amount . “ Phantom Stock Amount” means the quarterly phantom stock grant dollar amount for a member of the Board as recommended by the Governance Committee of the Company and approved by the Board.

(u)

Plan Administrator . “Plan Administrator” means the Company; provided, that the Company has delegated to Dynegy Administrative Services Company, an Affiliate, certain recordkeeping and plan administration functions.

(w)

Plan Year . “Plan Year” means the period commencing on January 1 of each calendar year and continuing through December 31 of such calendar year.

(y)

Section 409A . “Section 409A” means Code Section 409A and all rules, regulations, interpretations and rulings issued thereunder.

(aa)

Securities Act . “Securities Act” means the Securities Act of 1933, as amended. Any reference to a specific provision of the Securities Act includes a reference to that provision as it may be amended from time to time and to any successor provision.

(bb)

Separation from Service . “Separation from Service” means a complete termination of a Qualified Director’s service with the Company and all Affiliates as a director, voluntarily or involuntarily, for any reason or, if less than a complete termination, such service decreases to a level that is less than 20 percent of the average level of services performed by the Participant over the immediately preceding 36-month period. For the sake of clarity and notwithstanding anything to the contrary, a Participant shall be considered to have incurred a “Separation from Service” for purposes of the Plan if such separation constitutes a “separation from service” within the meaning of Final Regulation Section 1.409A-1(h).

(dd)

Trust . “Trust” means one or more grantor trusts established, if any, as provided in Article IX, by and between Dynegy Administrative Services Company, as a Plan Administrator pursuant to the delegation of certain administrative authority by the Company, and the trustee named pursuant to a trust agreement.

(a)

Quarterly Deferral Amount . On each March 31, June 30, September 30 and December 31 that occurs after the Effective Date, the Plan Administrator shall credit to a Company deferral account on behalf of each Qualified Director (a “Company Deferral Account”) a number of hypothetical shares (including fractional shares) of Common Stock equal to (a) the Phantom Stock Amount divided by (b) the closing price of a share of Common Stock on the last Trading Day of the calendar quarter ending on such March 31, June 30, September 30 or December 31, as applicable; provided, however, that a Qualified Director’s Company Deferral Account shall receive such credit only if such individual was a Qualified Director on the March 31, June 30, September 30 or December 31 to which such credit relates or he or she incurred a Separation from Service during the calendar quarter ending on such date by reason of death or disability. The Company Deferral Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amount to be paid to a Participant pursuant to the Plan, if any.

(c)

Vesting . A Qualified Director shall be 100% vested in his or her Company Deferral Account.

(a)

Annual Election to Defer Cash Compensation . With respect to any Plan Year, a Qualified Director may irrevocably elect, in accordance with this Section 4.2 and Plan Rules, to defer the receipt of all or a portion of his or her Cash Compensation earned during that Plan Year. In the event that the deferral election is expressed as a percentage of Cash Compensation, any such deferral election will automatically apply to any adjusted Cash Compensation during the applicable Plan Year.

(c)

Duration of Deferral Elections . A deferral election made pursuant to this Section 4.2 for a Plan Year (or remainder thereof in the case of a new Qualified Director) is irrevocable after the latest date by which the deferral election is required to be given to the Plan Administrator for such Plan Year (or remainder thereof) and will remain in effect for future Plan Years unless and until the Qualified Director changes his or her deferral for future Plan Years. A Qualified Director may change his or her deferral, including reducing it to zero, by delivering a new deferral election not later than the day before the first Plan Year to which the new deferral election relates or such earlier time as may be required by the Plan Administrator.

(e)

Vesting . A Participant shall at all times be 100% vested in his or her Deferred Money Account.

5.2

Changes to Deemed Investments .

(b)

A Participant may elect to convert his or her deemed investment designation with respect to the amounts already allocated to the Participant’s Deferred Money Account. Any such conversion shall be made in accordance with Plan Rules, and the frequency of such conversions may be limited by the Plan Administrator. No election of a conversion designation by a Participant which has the effect of increasing the total amount allocated to the Dynegy Stock Fund may be made on a date which is less than six months following (i) the date of any prior election of a conversion designation by such Participant which had the effect of decreasing the total amount allocated to the Dynegy Stock Fund or (ii) the date of any election by such Participant with respect to any other plan of the Company or any subsidiary thereof which had the effect (directly or indirectly) of making a disposition on behalf of such Participant of Common Stock. No election of a conversion designation by a Participant which has the effect of decreasing the total amount allocated to the Dynegy Stock Fund may be made on a date which is less than six months following (1) the date of any prior election of a conversion designation by such Participant which had the effect of increasing the total amount allocated to the Dynegy Stock Fund or (2) the date of any election by such Participant with respect to any other plan of the Company or any subsidiary thereof which had the effect (directly or indirectly) of making an acquisition on behalf of the Participant of Common Stock. The restrictions set forth in the two preceding sentences shall not apply to a Participant at any time he or she is not subject to Section 16(b) of the Exchange Act.

5.4

Earnings Allocations and Account Statements . The balance of each account maintained on behalf of a Participant shall reflect the result of daily pricing of the assets in which such account is deemed invested from time to time until the time of distribution. Each Participant shall be furnished at least annually with a statement of his accounts, which statement shall show the balance, if any, credited to each of his or her Deferred Money Account and Company Deferral Account.

(a)

Elections as to Time and Form of Payment .

(ii)

Form of Distribution . When making an election as to the form of payment of his or her Accounts, a Participant may elect to receive the balance in such Accounts in a lump sum or in monthly, quarterly, or annual installment payments over a specified term certain. In the event a Participant fails to elect (or elect timely) the form in which his or her Account benefit payments are to be made, such benefit payments shall be in the form of a single, lump sum payment to such Participant.