X0202 4 2007-04-24 0 0001379895 DYNEGY INC. DYN 0001221455 NICHOLS HOLLI 1000 LOUISIANA SUITE 5800 HOUSTON TX 77002 0 1 0 0 EVP and CFO Performance Units 2007-04-24 4 A 0 7000 0 A Class A Common Stock 7000 7000 D Denominated in $100 units, which vest in April 2010 based on the average closing price of the Company's Class A common stock during March 2010 (or earlier in specified circumstances). Each unit will vest and be payable at variable levels based on the Company's share price performance compared to threshold, target, stretch and maximum share price performance goals , which represent compound annual growth rates above the average March 2007 Class A common share price ($8.79) over the three-year performance period of approximately 10%, 13%, 16% and 20%, respectively. The threshold, target, stretch and maximum share price performance goals, together with the associated payout levels, are as follows: Threshold - $11.75 (0%); Target - $12.75 (100%); Stretch - $13.75 (200%); and Maximum - $15.25 (300%). The Performance Units are payable in the form of cash or stock, in the discretion of the Company's Compensation and Human Resources Committee. /s/ Heidi D. Lewis, Attorney-in-Fact 2007-04-26