Third Amendment to the Dynegy Inc. Executive Severance Pay Plan

(1)

Such an eligible Covered Employee will, subject to Subsection IV (A) (3) below, receive one (1) Month of Base Pay for each full, completed Year of Service with the Company and a pro-rated amount for each partial Year of Service, subject to certain minimum and maximum payment requirements. If, at the time such a Covered Employee becomes eligible to receive severance benefits under this Executive Plan, his or her title is “Managing Director,” “Vice President,” or “Senior Vice President,” the Covered Employee will be eligible to receive a minimum of nine (9) Months of Base Pay as severance pay. If, at the time such a Covered Employee becomes eligible to receive severance benefits under this Executive Plan, his or her title is “Executive Vice President,” the Covered Employee will be eligible to receive twelve (12) Months of Base Pay as severance pay. If, at the time such a Covered Employee becomes eligible to receive severance benefits under this Executive Plan, his or her title is Dynegy Inc.’s “Chief Executive Officer” or “Chief Operating Officer” (or other comparable position as designated by the Compensation Committee), the Covered Employee will be eligible to receive twenty-four (24) Months of Base Pay as severance pay. The maximum amount of severance pay available to any such Covered Employee, except for a Covered Employee with the title of Dynegy Inc.’s “Chief Executive Officer” or “Chief Operating Officer” (or other comparable position as designated by the Compensation Committee), under this Subsection IV (A) (1) is twelve (12) Months of Base Pay.

(2)

Additionally, if such an eligible Covered Employee completes at least three (3) Months of Service in each of (x) the performance period (generally the calendar year) under any applicable Short Term Incentive Compensation Plans or Arrangements during which such Covered Employee’s termination of employment occurs (the “Current Performance Period”) and (y) the performance period under any applicable Short Term Incentive Compensation Plans or Arrangements immediately prior to the Current Performance Period (generally the prior calendar year) (the “Prior Performance Period”), such Covered Employee will, subject to Subsection IV (A) (3) below, receive a lump sum cash payment in an amount equal to the sum of (a) (i) the aggregate annual target opportunity under all applicable Short Term Incentive Compensation Plans or Arrangements that could have been earned by such Covered Employee for the Current Performance Period, determined as if all applicable goals and targets had been satisfied in full, multiplied by (ii) a fraction, the numerator of which is the number of days during the period beginning on the first day of such Current Performance Period and ending on the date of such Covered Employee’s termination of employment, and the denominator of which is three hundred sixty-five (365) and (b) (i) if such Covered Employee’s termination of employment occurs before the Dynegy Inc. Board of Directors or Compensation Committee has made a determination regarding short term incentive payment amounts for the Prior Performance Period, the aggregate annual target opportunity under all applicable Short Term Incentive Compensation Plans or Arrangements that could have been earned by such Covered Employee for the Prior Performance Period, determined as if all applicable goals and targets had been satisfied in full or (ii) if such Covered Employee’s termination of employment occurs on or after the Dynegy Inc. Board of Directors or Compensation Committee has made a determination regarding short term incentive payment amounts for the Prior Performance Period, the aggregate annual target opportunity under all applicable Short Term Incentive Compensation Plans or Arrangements earned by such terminated Covered Employee (if any) but not yet paid for the Prior Performance Period.  Further, if such Covered Employee completes at least three (3) Months of Service in the Current Performance Period but not in the Prior Performance Period, such Covered Employee will, subject to Subsection IV (A) (3) below, receive a lump sum cash payment based on the amount described under, and subject to the terms of, Subsection IV (A) (2) (a) above (but not Subsection IV (A) (2) (b)), and if such Covered Employee completes at least three (3) Months of Service in the Prior Performance Period but not in the Current Performance Period, such Covered Employee will, subject to Subsection IV (A) (3) below, receive a lump sum cash payment based on the amount described under, and subject to the terms of, Subsection IV (A) (2) (b) above (but not Subsection IV (A) (2) (a)).

(3)

The Plan Administrator shall determine a Covered Employee’s Months of Base Pay and Months of Service, and the Covered Employee’s full and partial Years of Service, in its sole discretion. The benefits payable under this Executive Plan shall be inclusive of and offset by any other severance or termination payment made by the Company, including payments provided by Subsection D below. Severance pay will be paid to the eligible Covered Employee in a lump sum after the Covered Employee executes the Release and the expiration of any revocation period described in the Release in accordance with the terms and conditions of this Executive Plan no later than March 15th of the calendar year following the year of the Covered Employee’s termination. All severance pay benefits will be subject to withholding for applicable employment and income taxes. The Covered Employee is responsible for informing the Plan Administrator of any change in the Covered Employee’s mailing address by written letter delivered to the Vice President of Human Resources until the Covered Employee’s severance benefits have been paid in full.”