RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the 6th day
of March, 2008 , between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates
(collectively, the “Company”), and Bruce A. Williamson (“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 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.
1. Award . Pursuant to the Plan, the Committee, on March 6, 2008 (the “Grant Date”), designated 106,952
restricted shares (the “Restricted Shares”) of Dynegy’s Class A common stock, $0.01 par value per share
(“Common Stock”), shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions
thereon. The Restricted Shares shall be issued upon acceptance hereof by the Employee and upon satisfaction of
the conditions of this Agreement. The Employee acknowledges receipt of a copy of the Plan, and agrees that this
award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of this Agreement.
If it is subsequently determined by the Committee, in its sole discretion, that the terms and conditions of this
Agreement and/or the Plan are not compliant with Code Section 409A, or any Treasury regulations or Internal
Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may be amended accordingly.
2. Restricted Shares . The Employee hereby accepts the Restricted Shares when issued and agrees with
respect thereto as follows:
(a) Forfeiture Restrictions . The Restricted Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered