PERFORMANCE AWARD AGREEMENT
THIS PERFORMANCE 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 _____ (“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 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.
1. The Grant . The Compensation and Human Resources Committee of the Board of Directors (the
“Committee”) granted to Employee on March 6, 2008 (“Effective Date”), a Performance Award of _____
performance units, each of which has a designated value of $100 and represents the right to receive an amount
payable in the form of cash or shares of Dynegy’s Class A Common Stock (a “Share” or “Shares”), as determined
in the discretion of the Committee. Employee acknowledges receipt of a copy of the Plan, and agrees that this
Performance Award 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. Performance Period and Performance Goals . Subject to the provisions of Section 5 of this
Agreement, the performance period for purposes of determining whether the Performance Award will be paid shall
be March 6, 2008 through March 6, 2011 (the “Performance Period”). The performance goals for purposes of
determining whether, an