DYNEGY INC. CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

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1 DYNEGY INC. CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS This Charter of the Compensation and Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Dynegy Inc., a Delaware corporation (the "Company"), was adopted by the Board effective as of December 18, I. PURPOSE The Committee shall assist the Board in discharging its duties with respect to: A. The formulation, review, and modification of the compensation of the Company's chief executive officer and other officers reporting directly to the chief executive officer; B. Overseeing the Company s equity-based compensation plans for all employees in accordance with the Company s equity-based compensation practices as described in its Corporate Governance Guidelines; C. The review of the disclosures in the Compensation Discussion and Analysis (the CD&A ) and the preparation of a Compensation Committee report or any similar report on executive compensation or perquisites as required by the Securities and Exchange Commission (the SEC ) for inclusion in the Company's annual proxy statement (or Form 10-K if the Company does not file a proxy statement), in accordance with applicable rules and regulations of The New York Stock Exchange ("NYSE"), SEC and other applicable regulatory bodies; and D. The annual review of the Company s compensation practices to ensure that compensation arrangements are designed to provide incentives that are consistent with the stakeholders of the Company but do not encourage senior executives to take excessive risks that threaten the Company. The compensation programs for the Company's executive officers shall be designed to attract, motivate and retain talented executives responsible for the success of the Company and shall be determined within a competitive framework and based on the achievement of the Company's overall financial results and individual contributions. The Committee shall also have the authority to make appropriate adjustments to the relevant performance goals, to the extent not inconsistent with Section 162(m) of the Internal Revenue Code, to reflect the impact of extraordinary items not reflected in such goals. In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe. 1

2 A. Composition and Qualifications II. STRUCTURE AND OPERATIONS The Committee shall be comprised of three or more members of the Board, each of whom is determined by the Board to be "independent" under the rules of the NYSE and any other applicable governmental or regulatory bodies. Additionally, no director may serve on the Committee unless the director (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. B. Appointment and Removal The Chairman and members of the Committee shall be appointed by the Board, based upon recommendation of the Corporate Governance and Nominating Committee, and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee serve at the discretion of the Board and may be removed, with or without cause, by a majority vote of the Board. C. Chairman The Chairman is elected by the full Board and will chair all regular and special sessions of the Committee and set the agendas (after consultation with management) for Committee meetings. D. Delegation to Subcommittees In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee which may be comprised of one or more Committee members. Any such committee must have a committee charter. E. Use of Consultants The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel, or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel or other adviser. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such consultant, counsel or other adviser. The Committee shall have the authority to engage any such consultant, counsel or other adviser only after considering all factors relevant to the adviser s independence from management, including the relevant factors set forth in the NYSE listing standards. F. Compensation 2

3 Members and the Chairman of the Committee shall receive such fees, if any, for their service as Committee members and Chairman as may be determined by the Board, based on the recommendation of the Corporate Governance and Nominating Committee. III. MEETINGS The Committee shall meet as needed, but at least three times annually, or more frequently as circumstances require. The Committee may establish its own meeting schedule. The Chairman of the Committee or any member of the Committee may call meetings of the Committee. Meetings of the Committee may be held telephonically. As part of its review and establishment of the performance criteria and compensation of executive officers of the Company, the Committee should meet separately at least on an annual basis with the CEO, the Company's principal human resources executive, and any other corporate officers, as it deems appropriate. However, the Committee should meet regularly without such officers present, and in all cases such officers shall not be present during that portion of a meeting at which their performance and compensation are being discussed and determined. All directors who are not members of the Committee may attend meetings of the Committee but may not vote. The Committee may request any Board member, officer, or employee of or consultant to the Company or the Company's outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee, and shall have full access to all books, records, facilities and personnel of the Company in connection with the discharge of its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate. The Committee will report its activities and actions to the Board on a regular basis and maintain minutes or other records of meetings and activity of the Committee, which minutes will be filed with the minutes of the meetings of the Board. IV. RESPONSIBILITIES AND DUTIES Outlined below are certain continuing responsibilities that the Committee is expected to fulfill in effecting its purpose as stated in Section I of this Charter. The Committee may conduct additional activities as appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also fulfill other responsibilities delegated to it from time to time by the Board. A. Setting Compensation for Executive Officers 1. Review and approve annually (or more frequently, as appropriate) corporate and individual goals and objectives relevant to the compensation of the CEO and, with the CEO's input, of other executive officers and of other officers of its choosing. 3

4 2. Review annually (or more frequently, as appropriate) the performance of the chief executive officer in light of such goals and objectives and recommend to the independent directors of the Company for their approval the compensation of the chief executive officer taking into account such factors as this performance review, the prior experience and breadth of knowledge of the chief executive officer, and competitive pay practices. Although the chief executive officer shall not be present during these deliberations or during the voting on making or acting upon the recommendation for his or her compensation by the Committee or by the independent directors, any director who is not an employee of the Company may attend the Committee meeting(s) at which the performance review is conducted and compensation recommendation is made but may not attend the meeting of the independent directors at which such recommendation is acted upon. 3. Taking into account the input of the chief executive officer, review annually (or more frequently, as appropriate) the performance of executive officers and other officers of its choosing in light of such goals and objectives, compare their compensation against a peer group, and approve their compensation. 4. For the foregoing purposes, (a) compensation means total compensation including base salary, bonus plan, long-term incentive and equity compensation, and all other compensation and (b) executive officer means both (i) any person reporting directly to the CEO other than his or her administrative assistant and (ii) any person considered an executive officer (as that term is defined under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder). 5. Review and approve the principal terms of any employment, change of control, severance, or other like agreement between the Company and an executive officer, or any other officer of its choosing, taking into account input of the chief executive officer as to proposed agreements not involving himself of herself. B. Monitoring and Overseeing Incentive and Equity-Based Compensation Plans 1. Oversee the Company s independent compensation consultant, including the review of other services provided by such consultant. 2. Review and make recommendations to the Board with respect to the Company's incentive-compensation plans, including perquisites, and equity-based plans that are subject to Board approval and recommend changes thereto as appropriate, subject to stockholder approval as required. 3. Review and approve the adoption and amendment of all equity compensation plans of the Company that are not otherwise subject to the approval of the Company's Board or stockholders. 4. Establish, in conjunction with management, an overall compensation strategy, which may be performance-based to reward and retain employees based on achievement of goals, and review such strategy at least annually for alignment 4

5 with the Company s business strategy and with similar programs offered by the Company s competitors and to ensure that the Company s compensation arrangements are designed to provide incentives that are consistent with the stakeholders of the Company but do not encourage senior executives to take excessive risks that threaten the value of the Company. 5. Review and discuss the CD&A with the Company s management, and based on such review and discussion, recommend to the Board whether the CD&A should be included in the Company s annual report on Form 10-K or its proxy statement for the annual meeting of stockholders. 6. Review and consider corporate governance advisory reports (i.e., ISS and Glass Lewis) and results of advisory votes by stockholders on executive compensation. 7. Recommend to the Board the designation of the Company s Section 16 Officers. 8. In the event of a material restatement of the Company s financial results, the Committee shall (i) review all bonuses and other incentive and equity compensation awarded to the Company s executive officers on the basis of having achieved specified performance targets during the period for which such financial results are or will be restated and (ii) take appropriate action, as determined by the Committee, with respect to any such bonuses or other incentive or equity compensation awards to the extent such specified performance targets were not achieved in light of the restatement. 9. Review the Company s employee benefit plans, including retirement and savings plans, and either recommend plan changes to the Board or amend such plans as appropriate. Routine oversight of the Company s retirement and benefits plans has been allocated to management in the form of the Benefit Plans Committee, whose actions should be periodically reviewed by the Committee. 10. Approve any equity grants in accordance with the Company s equity-based compensation practices as described in the Corporate Governance Guidelines, as may be amended from time to time, including the grant of stock options. C. Reports Prepare a Compensation Committee Report or any similar report of executive compensation or perquisites as required by the SEC for inclusion in the Company's annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC, NYSE, and other applicable regulatory bodies. V. ANNUAL PERFORMANCE EVALUATION The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the 5

6 Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner, as it deems appropriate. 6

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