UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN CONSENT STATEMENT

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Dynegy Inc.

(Name of Registrant as Specified in its Charter)

Seneca Capital International Master Fund, L.P.

Seneca Capital, L.P.

Seneca Capital Investments, L.P.

Seneca Capital Investments, LLC

Seneca Capital International GP, LLC

Seneca Capital Advisors, LLC

Douglas A. Hirsch

(Name of Person(s) Filing Consent Statement, if Other Than the Registrant)

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SAVING DYNEGY: FOR ALL SHAREHOLDERS Seneca Capital JANUARY 21, 2011

2 DISCLAIMER FORWARD-LOOKING STATEMENTS; STATEMENT OF SENECA CAPITAL BELIEFS; FORECASTS This presentation contains statements, including Seneca Capital’s beliefs as to valuation, which are forward looking statements about future events and sets forth a presentation of our beliefs. The forward-looking statements are not guarantees of future performance, and we caution you not to rely unduly on them. You should be aware that any forward- looking statements are based on certain assumptions and subject to risks and uncertainties that exist in the business environment that could render actual outcomes and results that are materially different. We have based many of these forward-looking statements on our beliefs, expectations and assumptions about future events that may prove to be inaccurate. While we consider these beliefs, expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to anticipate and many of which are beyond our control. We caution you that the forward-looking statements are inherently uncertain and necessarily involve risks that may affect Dynegy Inc.’s (“Dynegy”) business prospects and performance, causing actual results to differ from those discussed or presented in this presentation. Without limiting the generality of the foregoing, Seneca Capital’s beliefs as to future value are based on a variety of assumptions as to the future that Seneca Capital believes constitute a reasonable, potential valuation scenario that could develop within the next several years for Dynegy but which are nonetheless subject to risks and uncertainties that exist in the business environment that could render actual outcomes and results materially different than anticipated.  Seneca Capital’s beliefs as to current value are based on a variety of assumptions, including as to the future, that Seneca Capital believes constitute reasonable assumptions but which are nonetheless subject to risks and uncertainties that exist in the business environment that could render actual outcomes and results that are materially different. THIRD-PARTY INFORMATION This presentation is based on, and contains references to, third-party sources of information, and we make no representation or warranty as to the accuracy or completeness thereof.  Unless otherwise provided, no such third party has (a) participated in the preparation of this presentation, (b) other than as to Ventyx and the “Big 4 Accounting Firm, ” consented to the inclusion of such information in this presentation, or (c) endorsed the views expressed herein.  Neither Ventyx nor the Big 4 Accounting Firm have provided any representation or warranty as to the accuracy of information provided in their reports and you may not rely on their reports.

3 DISCLAIMER (CONT’D) CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Seneca Capital International Master Fund, L.P., Seneca Capital, L.P., Seneca Capital Investments, L.P., Seneca Capital Investments, LLC, Seneca Capital International GP, LLC, Seneca Capital Advisors, LLC and Douglas A. Hirsch (together with each of the foregoing, “Seneca”) have jointly made a preliminary filing with the Securities and Exchange Commission (“SEC”) of a consent statement and a consent card to be used to replace two members of the Dynegy Board of Directors and to adopt certain other proposals set forth in the consent statement. SENECA ADVISES ALL STOCKHOLDERS OF DYNEGY TO READ THE CONSENT STATEMENT AND OTHER CONSENT SOLICITATION MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION THE PARTICIPANTS IN THE CONSENT SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT, ONCE AVAILABLE, WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ CONSENT SOLICITOR AT THE TELEPHONE NUMBER INCLUDED IN THE DEFINITIVE CONSENT STATEMENT, ONCE AVAILABLE. Each of Seneca Capital International Master Fund, L.P., Seneca Capital, L.P., Seneca Capital Investments, L.P., Seneca Capital Investments, LLC, Seneca Capital International GP, LLC, Seneca Capital Advisors, LLC and Douglas A. Hirsch is a participant in this solicitation. Douglas A. Hirsch is the managing member of each of Seneca Capital Investments, LLC, Seneca Capital International GP, LLC and Seneca Capital Advisors, LLC. The principal occupation of Mr. Hirsch is investment management. Seneca Capital Investments, LLC is the general partner of Seneca Capital Investments, L.P. Seneca Capital International GP, LLC is the general partner of Seneca Capital International Master Fund, L.P., and Seneca Capital Advisors, LLC is the general partner of Seneca Capital, L.P. The principal business address of Mr. Hirsch, Seneca Capital Investments, LLC, Seneca Capital Investments, L.P., Seneca Capital International GP, LLC, Seneca Capital International Master Fund, L.P., Seneca Capital Advisors, LLC and Seneca Capital, L.P. is c/o Seneca Capital Investments, LP, 590 Madison Avenue, 28th Floor, New York, New York 10022. As of January 20, 2011, Seneca Capital International Master Fund, L.P. beneficially owned 7,712,100 shares of Dynegy’s common stock, par value $0.01 per share (“Shares”), representing beneficial ownership of approximately 6.4% of the Shares. As of January 20, 2011, Seneca Capital, L.P. beneficially owned 3,514,400 Shares, representing beneficial ownership of approximately 2.9% of the Shares. Each of Seneca Capital Investments, L.P., Seneca Capital Investments, LLC, and Mr. Hirsch may be deemed to beneficially own 11,226,500 Shares, representing beneficial ownership of approximately 9.3% of the Shares, held in the aggregate by Seneca Capital International Master Fund, L.P. and Seneca Capital, L.P. Seneca Capital International GP, LLC may be deemed to beneficially own 7,712,100 Shares, representing beneficial ownership of approximately 6.4% of the Shares, held by Seneca Capital International Master Fund, L.P. Seneca Capital Advisors, LLC may be deemed to beneficially own 3,514,400 Shares, representing beneficial ownership of approximately 2.9% of the Shares, held by Seneca Capital, L.P. As of January 20, 2011, Seneca Capital International Master Fund, L.P. and Seneca Capital, L.P. held European-style call options, providing the right to purchase 2,331,400 and 1,059,600 shares, respectively at an exercise price of $0.01 per share by delivery of notice of exercise as of April 15, 2011.

WE URGE YOU NOT TO TENDER YOUR SHARES AT $5.50 / SHARE We believe Dynegy is worth $7.50 - $8.50 / share today and $18 - $20 / share in a recovery Big 4 Accounting Firm studied cost cutting / Ventyx analyzed power prices Premier vehicle to play power recovery given operational / financial gearing and asymmetric upside to natural gas Significant flexibility in debt structure and cost cutting provide levers to support equity value independent of commodity markets movements Stock underperformed IPP peers by ~30% and S&P by ~40% since announcement of reverse split on 3/12/10 Special Committee decided to sell BEFORE even beginning “careful” standalone restructuring analysis promised to investors on November 23 rd Significant positive catalysts upcoming with potential EPA HAPS/MACT rules in March, PJM capacity auction in May and potential MISO capacity structure by June $36mm management change of control severance payments (~6% of equity value) largely irrespective of deal price and a Board that has purchased only 16,000 shares “Go-Shop” conducted over Christmas unlikely to maximize participation with restrictive confidentiality arrangements IEP $0.50/sh increase represents less than 2% of enterprise value versus two Blackstone deals that were overwhelmingly rejected by shareholders 4 WRONG PRICE WRONG TIME WRONG REASONS Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).

82% 10 AFTER THE TRAGIC UNDERPERFORMANCE 5 (1) Includes CPN, NRG and GEN. $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 $8.00 $8.50 $9.00 3/12 4/11 5/11 6/10 7/10 8/9 9/8 10/8 11/7 12/7 1/6 32% 42% 52% 62% 72% 112% Current Icahn Bid S&P 500 IPP Index (1) 3/12: 5 for 1 Reverse stock split proposed 5/25: 5 for 1 Reverse stock split effective 8/13: Blackstone $4.50/share proposed merger announced close to virtual all-time low 11/17: Blackstone increases offer to $5.00/share in face of defeat 11/23: Blackstone and Dynegy terminate proposed merger after only 26% of shareholders voting in support 12/15: IEP announces $5.50/share  cash tender ($1.10 pre-split) DYN ~ 30% Under- performance

AND SERIAL ATTEMPTS TO SELL WITHOUT A “CAREFUL STANDALONE REVIEW” 6 Blackstone Transaction #1 (Aug. 12, 2010 @ $4.50 per share) Cash deal at 1/3 of replacement cost at low point in the cycle after “sharp and anomalous” stock price underperformance Granted exclusive rights to 1/3 of Dynegy assets $50mm / $16mm break-up fees and Blackstone right to match Blackstone Transaction #2 (Nov. 16, 2010 @ $5.00 per share) Virtually unprecedented “Recess” of shareholder meeting Additional $16mm break-up fee in the face of defeat of transaction Only 26% voted in favor of sale at $5.00 per share Post-Blackstone (Nov. 23, 2010 – Dec. 15, 2010) Poison pill to freeze top shareholders Abandoned promise to “carefully review its standalone restructuring alternatives” Icahn Enterprises Transaction (Dec. 15, 2010 @ $5.50 per share) Rushed to sell company for low price (deferred due diligence to post-signing) Yet another $16mm break-up fee Gained pledge of largest holder (IEP) not to support pending consent solicitation for directors Willing to spend more than $100mm (15% of equity value) to sell the company (1) (1) Includes (a) $16.3 mm break-up fee + $10 mm expense reimbursement per the Proposed Blackstone Merger, plus (b) $23 mm in banking fees, plus (c) $16.3 mm break-up fee per the proposed IEP Merger, plus (d) $36 mm change of control arrangements.

A DIFFERENCE IN ALIGNMENT DRIVES A DIFFERENCE OF OPINION VALUE - Seller at $4.50/$5.00/$5.50 per share ($0.90/$1.00/$1.10 pre-reverse split) - Bought nearly 30% of stock in August 09 from LS Power at $9.65 per share - 12% economic interest in Dynegy (9.3% voting stock) - Only motivation is increasing shareholder value – fully aligned Dynegy Seneca STRATEGY FIDUCIARY DUTY - Board purchased only 16,000 shares with own money - $36mm change of control severance available to management ALIGNMENT - Value at $7.50–$8.50/sh today increasing to $18-$20/sh in recovery - Supported by Big 4 cost cutting study and Ventyx power price analysis - Sell at $4.50/$5.00/$5.50 per share as quickly as possible - Abandoned promise of “careful” standalone restructuring analysis - DO NOT SELL $4.50/$5.00/$5.50 - Believes in aligning directors/mgmt w/ shareholders - Should explore value enhancing steps to optimize balance sheet, costs - Offer incremental break fees of $32mm to IEP/Blackstone combined - BOD owning stock limits “objectivity” - Poison pill to freeze top holders from adding equity at greater than $5.50 - Reject IEP $5.50 per share tender - Many of existing BOD should resign given lack of alignment - Waive pill to enable shareholders to buy at greater than $5.50 7 Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).

2010 Maint Unlevered Net Valuation EBITDA (1) Capex (2) FCF MWs $/KW $MMs Valuation Commentary and Assumptions Midwest Coal Scrubbed Coal ($45) 2,241 $700 $1,569 Based on DCF Analysis (3) , including NPV ~$300mm of environmental capex Unscrubbed Coal 446 $250 $112 DCF (3) assumes retirement in 2015; Zero value for Trona Mothballed Coal (4) ($9) 457 – – Zero site value Total Midwest Coal $288 ($54) $234 3,144 $534 $1,680 Implied Unlevered Free Cash Flow Yield 13.9% Midwest CCGT Kendall ($11) 1,200 $500 $600 DCF is supported by Casco Bay valuation of $500/kw (NRG Deal) Ontelaunee ($5) 580 $800 $464 Based on DCF Analysis (3) ;  MAAC cleared at $226/mwd in latest RPM auction Total Midwest CCGT $113 ($16) $96 1,780 $598 $1,064 Implied Unlevered Free Cash Flow Yield 9.1% Midwest Peaking Midwest Peaking/Other $18 ($1) $16 164 $250 $41 Seneca Capital estimate of capacity value Implied Unlevered Free Cash Flow Yield NM West Moss Landing / Morro / Oakland (5) ($30) 3,344 $336 $1,125 NRG bid price plus ~$40mm incremental from increased CA power prices Other Western Gas ($3) 352 $250 $88 Seneca Capital estimate of capacity value Total West $144 ($33) $111 3,696 $328 $1,213 Implied Unlevered Free Cash Flow Yield 9.1% Northeast Casco Bay ($5) 540 $509 $275 NRG bid price; Implies 12% UFCF Independence ($10) 1,064 $600 $638 Based on DCF Analysis (3) ; Includes value of ConEd contract Roseton / Danskammer ($15) 1,693 $200 $339 Based on DCF Analysis (3) ; Assumes coal retires in 2015 Total Northeast $190 ($30) $160 3,297 $380 $1,252 Implied Unlevered Free Cash Flow Yield 12.8% Low End of Incremental Identified Cost Savings $96 6x $16mm low end incr. potential cost savings identified by Big 4 Accounting Firm Corporate SG&A ($135) ($450) 6x $75mm of corporate SG&A netting out all announced cost cuts Total $617 ($134) 12,081 $4,896 Net Debt ($3,307) As of 9/30/10 and adjusted to reflect 1/5/11 cash balance NPV of Lease ($649) As disclosed by Dynegy Estimated Equity Value $940 All segments include regional overhead and tie to guidance when totaled Shares 120.6 Estimated Equity Value / Share ~$8.00 (7) (6) BUILDING BLOCKS IN PLACE FOR DYNEGY’S VALUE TODAY 8 ($ in millions) Dynegy trades at less than 1/3rd of replacement cost (1) Dynegy public disclosure. (2) Assumes maintenance capex of $20/kw-year for coal plants and $9/kw-year for gas plants based on Seneca Capital estimates; total ties to management forecast from Merger Proxies.   (3) See appendix for DCF assumptions. (4) Dynegy announced its intention to mothball Vermillion 1-2 on 12/29/10 and has indicated its intention to mothball Hennepin. (5) CA power prices increased ~$6/mwh since 10/29/10 reflecting expected future costs of carbon credits (2012+). (6) EBITDA adds back $50mm lease expense & $50mm non-cash amortization disclosed by Dynegy. (7) Valuation and capacity totals exclude Plum Point (140MW). Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).  See page 10 for disclaimer regarding Big 4 Report.

FOLLOW THE CASH FLOW ROADMAP TO EQUITY VALUE Using EBITDA multiples understates Dynegy value because low maintenance capex and lack of taxes result in higher cash flow to equity Using book value of debt doesn’t capture significant flexibility of Dynegy debt as reflected in market prices Illustrative impact of EPA-driven capacity uplift demonstrates the power of Dynegy's operational leverage to the upside 9 (1) Net debt includes cash posted for collateral in broker margin account and excludes NPV of lease.  EBITDA includes $50mm of annual rent expense.  (2) Based on market prices of debt as of 1/14/11. (3) “EV@Market Price” equals market value of debt per Bloomberg plus market value of equity. (4) Amortization of intangible asset related to capacity agreement with ConEdison, as described in Note 11 of Dynegy 2006 10-K, dated February 27, 2007.   (5) Assumes the $85mm per year Market Recovery Assumption (as noted in the Dynegy Presentation to Proxy Advisory Firms dated October 27, 2010 page 19) is reduced by the change between (a) 2013 forecasted EBITDA (as noted in Dynegy’s 14D-9 filed on December 30,2010) and (b) the 2013 forecasted EBITDA in original Merger Proxy for Proposed Blackstone Deal. (6) Based on 2,241 MW of scrubbed coal capacity and 1,200 MW of combined cycle gas capacity (Kendall).  $150/MW-day is for illustrative purposes only. 2011 2012 2013 Stock Price $5.50 $5.50 $5.50 Shares 121 121 121 Equity Value $663 $663 $663 Net Debt as of 9/30/10 (1) $3,307 $3,307 $3,307 Enterprise Value $3,970 $3,970 $3,970 Market Price vs. Book Value of Debt (2) ($889) ($889) ($889) EV @ Market Price (3) $3,081 $3,081 $3,081 Adj EBITDA in Merger Proxy $418 $308 $483 Sithe Purchase Accounting Adjustment (4) $50 $50 $50 Removal of Market Recovery Assumption (5) – – ($30) Adj Cash EBITDA Without Market Recovery $468 $358 $503 Maintenance Capex in proxy ($119) ($113) ($119) Unlevered Free Cash Flow $349 $245 $384 Benefit of $150/MWd Increase in MISO/RTO (6) $188 $188 $188 Cash EBITDA with Illustrative Capacity Uplift $656 $546 $691 Unlevered Free Cash Flow with Illustrative Capacity Uplift $537 $433 $572 Without Capacity Uplift: Unlevered Free Cash Flow / EV @ Mkt Price 11.3% 8.0% 12.5% EV @ Market Price / Cash EBITDA 6.6x 8.6x 6.1x Unlevered Free Cash Flow / Enterprise Value 8.8% 6.2% 9.7% Enterprise Value / Cash EBITDA 8.5x 11.1x 7.9x With Illustrative Capacity Uplift: Unlevered Free Cash Flow / EV @ Mkt Price 17.4% 14.1% 18.6% EV @ Market Price / Cash EBITDA 4.7x 5.6x 4.5x Unlevered Free Cash Flow / Enterprise Value 13.5% 10.9% 14.4% Enterprise Value / Cash EBITDA 6.0x 7.3x 5.7x

A “BIG 4” ACCOUNTING FIRM SEES FURTHER COST CUTTING Seneca retained a Big Four accounting / consulting firm to analyze the potential cost cutting opportunity at Dynegy (“Big 4 Report”) Utilized various benchmarking techniques and publicly available information on Dynegy and industry peers in a ‘Top Down’ analysis (see appendix for fuller description of methodology) Big 4 Report identified between $82mm and $157mm of incremental cost cutting potential starting from 9/30/10 financials (12 months ending 9/30/10) Big 4 Report states that this implies an additional $16mm – $103mm of cost savings potential on top of the cost structure that Dynegy utilized in their proxy forecast; applying a 6x multiple yields ~$1 - $5/share potential value from incremental cost cutting 10 Cost Reductions Could Provide Meaningful Value to Dynegy Equity ($ in millions) ~$1- $5 / Share Potential Value From Addl. Cost Cutting (1) Includes O&M Expense and SG&A Expense for the 12 months ending 9/30/10. (2) Base Case uses average of 2013 – 2015 O&M and SG&A costs, Stretch Case uses average of 2012 - 2015. Calculated as the difference between Gross Margin and Adjusted EBITDA in Dynegy’s Merger Proxy. Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer). Disclaimer: Big 4 Report has been provided in preliminary form, and notes further investigation, validation and diligence is required.  Big 4 Report does not constitute an audit, examination or review in accordance with standards established by the American Institute of Certified Public Accountants and firm has not otherwise verified the information obtained or presented in their report. Potential Incremental Cost Savings Base Case Stretch Case Non-Fuel O&M $48 $94 SG&A $28 $51 Fuel Procurement $6 $11 Total Potential Savings Identified by Big 4 Accounting Firm $82 $157 12 Months Ending 9/30/10 (Baseline for Big 4 Report) (1) $631 Pro Forma Cost Base According to Big 4 Report $549 $474 Average Cost Base Assumed in Proxy (2) $566 $577 Savings Potential Incremental to the Current Business Forecasts in proxy $16 $103

VENTYX ANALYSIS DEMONSTRATES THE POWER OF PLANT RETIREMENTS 11 New EPA Clean Air Rules Are A Massive Potential Value Driver for Dynegy Seneca retained Ventyx (Energy Velocity) to analyze the impact of the EPA’s potential HAPS/MACT rules on Dynegy’s MISO/PJM coal and CCGT plants Ventyx used its Fall 2010 Reference Case and dynamic dispatch model (5) Reduced natural gas prices to match market prices as of January 5, 2011 Modeled coal plant retirements based upon Credit Suisse mid-case (4) Ventyx provided plant-level EBITDA forecast through 2020 (5) Seneca applied long-term DCF analysis to Ventyx plant EBITDA Applied company disclosed assumptions on maintenance and environmental capital expenditures to arrive at implied $/KW valuations above (1) Ventyx Case refers to Seneca application of long-term DCF to Ventyx plant EBITDA calculations. (2) See sum of the parts valuation on page 8. (3) Only includes Wood River 4-5 and assumes Hennepin and Vermillion 1-2 are retired. (4) See Credit Suisse Report “Growth From Subtraction” dated September 23, 2010 and appendix for more detail. (5) Ventyx plant-by-plant output and assumptions included in Appendix. Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer). Net $/KW Valuation (DCF Based) Uplift to Base Valuation MWs Ventyx Case (1) Base Case (2) Difference $MMs $/Share Scrubbed Coal 2,241 $1,320 $700 $620 $1,390 $11.52 Unscrubbed Coal (3) 446 $877 $250 $627 $278 $2.31 Kendall 1,200 $557 $500 $57 $68 $0.56 Ontelaunee 580 $867 $800 $67 $39 $0.32 Additional Upside Identified Above Base Case $1,775 ~$15.00 Base Case (2) $7.50 - $8.50 Total Dynegy Value Implied in Ventyx Case $22.50 - $23.50 (-) (=) (=) (x)

12 WITH STEPS LEADING TO DYNEGY’S VALUE IN A RECOVERY (1) Ventyx Case refers to Seneca application of long-term DCF to Ventyx plant EBITDA calculations. Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).  See also page 10 for disclaimer regarding Big 4 Report. Ventyx MACT Analysis Exceeds Recovery Valuation Case (1) $22.50 - $23.50 $20.25 $2.50 $17.75 $1.25 $3.00 $2.00 $3.50 $8.00 $ 0 $ 5 $ 10 $ 15 $ 20 $ 25 Base Valuation CCGT Newbuild Increased to $1,000/kw & Market Recovery Accelerated Delivered Coal Cost Reduced $0.25/MMBTU Versus Base Case Realization of High End of Big 4 Accounting Firm Cost Savings $500mm Asset Sale Proceeds Applied to Debt Reduction at Current Market Prices Recovery Valuation Excluding Improvement in Natural Gas Price Forecast Gas Recovery ($1/mmbtu) Recovery Valuation Ventyx Case Valuation $5.50/Share Tender Price

Dynegy’s capital structure provides very significant flexibility, with limited secured debt and ample liquidity options. Unsecured debt has minimal covenant protections: No limitation on asset sales No limitation on restricted payments No limitation on debt or lien incurrence No change of control provisions Facing this flexibility and lack of protections, Dynegy’s unsecured debt trades in the market at a substantial discount to its face value: 13 ($ in millions) Amount Market Outstanding Value Discount Secured Debt (funded) $68 $68 $0 Sithe/Independence Bonds 225 225 0 Unsecured Debt 3,462 2,676 786 Subordinated Debt (SKIs) 200 97 103 Total $3,955 $3,066 $889 Discount per DYN Share $7.37 A FLEXIBLE DEBT STRUCTURE MAKES ALL THE DIFFERENCE Dynegy’s Flexible Capital Structure is A Major Differentiator Versus its Peers Note: Market value based on Bloomberg prices as of 1/14/2011.

NATURAL GAS EXPOSURE IS SKEWED TO THE UPSIDE 14 Gas Price Coal Price Greater Profits at Gas Plants DYN Forward Gross Margins Increased Despite Lower Gas Prices 90% 95% 100% 105% 110% 8/12 9/12 10/12 11/12 12/12 2012 CIN On-Peak is HIGHER 2012 NYMEX Gas Forwards are Lower 2012 CAPP Coal is HIGHER CIN On-Peak Driven Up By CAPP Coal Prices Change in DYN Gross Margin due to Power/Gas Curve Shifts $ in millions, 12/31/10 vs. 8/12/10 (1) 2011 - 15 Coal Plants (3,514 MW) $14 Combined Cycle Gas Plants (4,404 MW) 109 Total +123 vs. Average Change in NYMEX Gas ($ / MMBtu) (0.26) (1) Based on commodity curves from BofA Merrill Lynch. See Appendix for detailed plant-by-plant assumptions. Comparative Power Plant Economics (2012) 8/12/2010 12/31/2010 Kendall / Coal Plant Kendall / Coal Plant Ontelaunee (CAPP) Ontelaunee (CAPP) Fuel price 5.57 77.28 5.38 83.70 +/- basis/transportation 0.08 15.00 0.08 15.00 Delivered price $/MMBtu 5.65 $/ton 92.28 $/MMBtu 5.46 $/MMBtu 98.70 $ / MMBtu 5.65 3.85 5.46 4.11 Heat rate 7,250 10,500 7,250 10,500 Cost of fuel ($/MWh) 40.96 40.37 39.56 43.18 Cost Advantage Kendall / Ontelaunee vs. CAPP Coal Plant ($ / MWh) 3.62 (0.58)

DYNEGY SHOULD BE A LEADING BENEFICIARY OF COAL RETIREMENTS 15 % Change in Equity Value from 100 bps change in EV/Replacement Cost Valuation % Change in Equity Value from $25/MW-Day Change in PJM RTO / MISO Surviving Capacity (1) – 5% 10% 15% 20% 25% DYN GEN NRG CPN (1) Equals EBITDA uplift on unregulated capacity of CCGTs, scrubbed coal, nuclear and hydro in PJM RTO and MISO capitalized at a 8x multiple divided by market capitalization as of 1/14/2011.  Dynegy market capitalization based on $5.50 IEP offer price. – 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% DYN AYE FE GEN AEE EXC EIX

PENDING CATALYSTS TO DRIVE MARKET SIGNALS March 2011 HAPS/MACT RULE: (1) Under federal court consent decree, EPA is to issue a proposed rule as soon as March 2011 with a final rule as soon as November 2011 May 2011 PJM 2014/15 RPM AUCTION : Could begin to illustrate the impact of HAPS/MACT rules as some generators will potentially signal costs of environmental rules Q2 2011 MISO Capacity: MISO is likely to file detailed plans for a PJM-style capacity auction with FERC providing an important mechanism to measure EPA rule impacts 16 “Given forward dark spreads, we expect that up to 10GW of older/inefficient coal capacity should be retired before the '14/'15 delivery year, even without accounting for EPA-driven retirements” - Angie Storozynski, Macquarie 1/10/11 “We continue to predict roughly 25,000 MWs in PJM will have to choose between investing in environmental equipment or retiring” “[Modeling assumptions include] Coal units under 400MWs with no scrubber installed will be retired. Also, early vintage scrubbers (built prior to 1985) will not comply with upcoming EPA regulation.” “We assume coal plant retirements from upcoming EPA rules; CATR and HAPS MACT will be phased in over a 3-year time frame starting in 2015, with a 15% effect in the May 2011 auction, a 50% effect in the May 2012 auction, and a 100% effect in the May 2013 auction.” - Brian Chin, Citi Investment Research 1/18/11 “MISO will likely file for a capacity auction at FERC in 2Q, with an auction in early ’13 for the ‘13/’14 delivery period… At MISO, we primarily discussed the likelihood and timeframe for implementation of a formal capacity auction. While vertically integrated regulated utilities clearly remain relatively averse to the idea, MISO’s initiative to develop a capacity auction stems from recent deliverability requirements demanded by FERC. As a consequence, MISO has indicated to FERC that it intends to make a formal tariff filing for a capacity auction by 2Q11. The first auction is anticipated to take place in early 2013, for delivery in the 2013/2014 delivery year (June 1st 2013 – May 31st 2014).” - Julien Dumoulin-Smith, UBS 12/23/10 (After a December trip that included a meeting with MISO) (1) See Appendix for additional detail on EPA HAPS/MACT rule.

$7.00 $1.70 $0.29 $0.77 $0.31 $1.71 $2.78 – $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 Pre-Deal Stock Price New Cost Cut Disclosure Presented in Merger Proxy Increase in Free Cash Flow Guidance Since Deal Announcement Improvement in Commodity Prices Since Deal Announcement Friction Costs Associated With Failed Transaction Uplift in Wall Street View of Asset Value from NRG Bid Total of Quantifiable Factors ~$8/SH if Dynegy had traded in line with merchant peers since 3/12 DEFEAT OF TENDER SHOULD REMOVE OVERHANG 17 Several materially positive developments since the stock was trading near its all time lows on August 12 th - in addition to the three bids for the company by two different parties After shareholders rejected Blackstone bid Dynegy stock has been resilient despite management’s dire warning that shareholders could lose “significant value” (2) $50mm cost cuts disclosed in merger proxy x 6 - $25mm costs to achieve & 25% discount 2010 FCF guidance improved $38mm from 8/6 to 11/8 NPV of change gross margin for the 2011-15 period from 8/12/10 through 12/31/10 Assumes $35mm costs related to deal expenses, and severance Based on Citi Investment Research valuation (1) Could be Substantial Shareholder Interest Once Tender is Defeated (1) Citi Investment Research valuation of Dynegy dated February 25, 2010.  Total plants sold to NRG valued at $1,157mm and corresponded to a full Dynegy valuation of $8.25/share ($1.65 pre-split). (2) Source: Dynegy October 2010 Investor Presentation. Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).

MARKET PARTICIPANTS HAVE BEGUN TO TAKE NOTICE “If shareholders reject the BX revised offer, we believe a newly composed board and new management will likely take a rational, long-term and creative approach to breaking up the company (potentially taking several years) and realize a value closer to our $9 per share break-apart value.” - Charles Fishman, Pritchard Capital Partners, 11/17/10 18 “Icahn’s recent proposal to refinance DYN’s credit facilities under amended terms should assuage concerns over the liquidity impact of asset sales/maintenance covenants. Seneca also recently proposed an additional four new board members, all of whom have highly relevant backgrounds, including a former senior rail executive… We have incorporated DYN’s latest disclosures into our projections, adjusting our EBITDA outlook and increasing our cash flow burn through ’15 to $2.3 Bn. In contrast, DYN’s sizeable operational and financial leverage could push equity value to $12/sh on a power recovery and debt restructuring to mrkt value.” - Julien Dumoulin-Smith, UBS 11/16/10 “I believe  that,  even  at  $5.00  per share, the proposed Blackstone acquisition  undervalues Dynegy.  Today's $.50 per share increase, coming only one day after Blackstone stated that the $4.50 price is ‘a full and fair valuation’ reassures my belief that the Dynegy/Blackstone transaction leaves too much shareholder value on the table for Blackstone.  I have also considered that in a November 15, 2010 report JP Morgan stated that it is ‘introducing a December 2011 price target of $7, up from our prior December price target of $5.00.’” - Carl Icahn, 11/16/10 (In a statement filed with the SEC on a Schedule 13D/A)

REJECTING THE TENDER IS THE ENABLING EVENT Do not tender your shares for $5.50 / share WRONG PRICE at the WRONG TIME for the WRONG REASONS We believe Dynegy is worth $7.50 - $8.50 per share today and $18-$20 per share in a recovery valuation - trading at less than 1/3 of its replacement value Board rushed to sell the company BEFORE conducting promised “careful standalone review” $36mm management change of control severance payments and a Board that has purchased only 16,000 shares creates misalignment with shareholders Dynegy is the premier vehicle to participate in a power market recovery with substantial value creation levers independent of commodity prices Industry leading leverage to EPA-driven retirements (validated by Ventyx model) Positive asymmetric exposure to natural gas Flexible debt structure reflected in ~$7/sh market value discount of debt Big 4 Accounting Firm validated cost cutting potential 19 Defeat of Tender Can Enable Investors to Participate in Dynegy Value Creation Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).  See page 10 for disclaimer regarding Big 4 Report.

APPENDIX 20

EPA CLEAN AIR RULES CAN CHANGE MARKET DYNAMICS Upcoming EPA rules may force coal generators to either invest in expensive control technologies or shut down Stringent Maximum Achievable Control Technology (MACT) Rules could require compliance as early as 2014 Environmental controls can be expensive and unlikely for many plants if the current power price environment persists (1) Pursuant to the Midwest Consent Decree, Dynegy will have spent $730 mm (out of a total of $960 mm) of environmental capital expenditures for the Midwest fleet by the end of 2010 and will have substantially completed its environmental capital expenditure program by 2013. (3) 21 (1) Source (including for the table): Credit Suisse report, “Growth From Subtraction” dated September 23, 2010. (2) Ability of TrONA to meet compliance standards is still under discussion.  (3) Source: Dynegy 2009 10-K and Merger Proxy for Proposed Blackstone Merger, page 55. Install Incremental Fuel Type Required Technology Cost ($/kw) Cost ($/MWh) Eastern Coal FGD + SCR $450 - $700 $3 - $4 Western Coal TrONA + Baghouse (2) $150 $5 - $6

EPA RULES: HAZARDOUS AIR POLLUTANT HAPS/MACT The Clean Air Act requires the EPA to develop an emission control program for hazardous pollutants, including mercury and acid gases The EPA is mandated pursuant to consent decree to draft a proposed Maximum Achievable Control Technology (HAPS/MACT) rule as soon as March 16, 2011 and to finalize it as soon as November 16, 2011 HAPS/MACT rule will apply to all existing and future coal and oil fired capacity HAPS/MACT requires achieving emissions levels as good as the average of the top 12% of existing representative sources Credit Suisse estimates that for mercury emissions, this could require a 90% removal rate Affected plants would have 3 years to comply (i.e., 2014 or 2015), assuming no case by case waivers or an exemption granted by the President In a more moderate scenario, the EPA could propose different sets of standards based on sub-categories, such as: Size Boiler pressure / temperature Coal mix No trading between plants 22

CREDIT SUISSE MID-CASE FOR COAL PLANT RETIRMENTS According to Credit Suisse, 66% of the coal capacity in the US have NOT installed (or announced plans to install) both scrubbers and SCRs and 30% have no environmental controls at all Smaller coal plants are less likely to invest in environmental controls as the capital cost is significantly higher on a $ / kw basis. More than 50 GW of small coal plants have no environmental controls installed Credit Suisse base case assumes that 60GW of coal capacity will be retired including all units below 300MW without any pollution control equipment 23 Coal Plant Capacity by Emission Control (Incl. Planned) (1) FGD & FGD SCR Region SCR Only Only None Total CAISO - 135 46 461 642 ERCOT 9,393 5,287 1,928 2,296 18,904 MISO 20,468 12,270 11,952 32,341 77,031 NEPOOL 1,343 214 666 652 2,875 NYISO 998 223 1,063 718 3,002 PJM 35,634 8,119 16,405 19,553 79,711 SPP 3,631 4,002 2,201 16,087 25,921 WECC 3,323 23,561 211 7,469 34,564 SERC 34,079 8,832 21,435 21,787 86,133 Other 5,940 2,331 2,318 1,448 12,037 114,809 64,974 58,225 102,812 340,820 Percent of Total 33.7% 19.1% 17.1% 30.2% 100.0% Small (<300 MW) Coal Plant Capacity by Emission Control (Incl. Planned) (1) FGD & FGD SCR Region SCR Only Only None Total CAISO - 135 46 461 642 ERCOT 184 349 8 12 553 MISO 2,756 2,289 3,774 15,985 24,803 NEPOOL 355 214 666 252 1,486 NYISO 343 223 1,063 718 2,347 PJM 4,940 2,375 4,865 9,841 22,021 SPP - 569 318 3,646 4,533 WECC 554 3,605 211 3,785 8,154 SERC 4,819 3,700 7,484 14,877 30,880 Other 1,090 409 251 1,008 2,757 15,040 13,867 18,685 50,584 98,176 Percent of Total 4.4% 4.1% 5.5% 14.8% 28.8% (1) Source: Credit Suisse report, “Growth From Subtraction” dated September 23, 2010.

24 AND DYNEGY’S ASSETS ARE PRIMED TO BENEFIT (1) Assumptions used for cost estimates are per Credit Suisse report “Growth from Subtraction” dated September 23, 2010. Dynegy is extremely well positioned to benefit from EPA Clean Air rules given its substantial investment in pollution control equipment Its largest, most efficient plants will have been scrubbed We estimate pollution control equipment for Dynegy’s coal fleet will have a replacement value of more than $1.7bn upon completion – A MAJOR COMPETITIVE ADVANTAGE Source: Dynegy Investor Presentation, Q2 ’10

BIG 4 ACCOUNTING FIRM COST STUDY A Big 4 accounting firm analyzed Dynegy’s public data to determine a baseline level of costs, for which they utilized Dynegy’s LTM financial results as of Sept. 30, 2010 O&M Costs SG&A Costs Cost of sales / fuel procurement Analyzed public disclosures of selected relevant public comparable companies to determine industry benchmarks for each cost category GenOn, NRG Energy, Calpine, Constellation, AES and Public Service Enterprise Group Compared Dynegy results to comparable company benchmarks in order to determine where cost savings would be possible within Dynegy relative to its baseline cost level in a base case and in a stretch case Reviewed financial forecasts from Dynegy’s preliminary proxy statement (January 10, 2011) to determine cost levels assumed by management, including cost savings plans already announced and being implemented by management Used gross margin less Adjusted EBITDA as a proxy for SG&A + O&M costs Compared baseline level of costs and total savings potential to 2012-2015 forecast period and 2013- 2015 forecast period costs to determine incremental savings potential for Dynegy for 2011+ $16 mm of potential incremental savings in base case $103 mm of potential incremental savings in stretch case 25 Disclaimer: Big 4 Report has been provided in preliminary form, and notes further investigation, validation and diligence is required.  Big 4 Report does not constitute an audit, examination or review in accordance with standards established by the American Institute of Certified Public Accountants and firm has not otherwise verified the information obtained or presented in their report.

VENTYX POWER ANALYSIS Ventyx (Energy Velocity) calculated a dynamic plant-by-plant fundamental production cost model based on their Fall Reference Case that integrates commodity price assumptions, resource additions and retirements Load forecast based on utility filings Build-out of all known and reasonably foreseeable transmission projects Renewable additions to meet existing state standards MISO and PJM capacity payments reach Cost of New Entry assumptions when reserve margins drop below 15% Coal and transportation costs are based on Ventyx Coal Sub-Module that utilizes a least cost algorithm that includes variable cost of coal producers and different modes of transport Natural gas prices based upon NYMEX strip as of January 5, 2011 Plant-level assumptions for heat rates, capacity factors and O&M are based on Ventyx’s Energy Velocity database (based on FERC data where available) Applied Credit Suisse Mid-Case (1) (60GW of retirements) MACT retirement assumptions Retirement of coal fired units smaller than 300MW without environmental controls Compliance with all other existing environmental legislation (CATR, RGGI, EPA Tailoring Rule, etc.) 26 (1) Source: Credit Suisse report, “Growth From Subtraction” dated September 23, 2010.

VENTYX PLANT MARGIN RESULTS 27 Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Assumption Summary NYMEX Gas $4.57 $5.00 $5.24 $5.44 $5.64 $5.83 $6.00 $6.19 $6.37 $6.56 CIN ATC Power $33.10 $36.09 $40.07 $42.41 $47.37 $51.77 $53.18 $55.08 $56.75 $58.38 PJM ATC Power $33.27 $36.11 $40.04 $42.49 $47.28 $51.41 $52.92 $55.18 $56.87 $58.63 Baldwin MWs 1,784 1,784 1,784 1,784 1,784 1,784 1,784 1,784 1,784 1,784 GWh 11,814 11,812 11,813 11,811 11,814 11,825 11,825 11,850 11,862 11,874 Energy Revenue $383 $406 $449 $491 $553 $609 $628 $654 $675 $697 Capacity Revenue – $3 $18 $18 $200 $208 $210 $213 $213 $215 Fuel Costs ($164) ($168) ($174) ($214) ($219) ($234) ($245) ($253) ($266) ($273) O&M Costs ($65) ($68) ($70) ($73) ($74) ($76) ($78) ($80) ($82) ($84) EBITDA $153 $173 $223 $222 $460 $507 $515 $533 $541 $554 Havana 6 MWs 441 441 441 441 441 441 441 441 441 441 GWh 2,872 2,839 2,825 2,858 2,869 2,878 2,878 2,884 2,887 2,890 Energy Revenue $93 $98 $108 $119 $135 $148 $153 $159 $164 $170 Capacity Revenue – $1 $4 $4 $49 $52 $52 $53 $53 $53 Fuel Costs ($46) ($47) ($51) ($54) ($56) ($59) ($62) ($64) ($67) ($69) O&M Costs ($17) ($19) ($18) ($18) ($19) ($19) ($20) ($20) ($21) ($21) EBITDA $30 $32 $43 $51 $110 $121 $123 $127 $129 $132

VENTYX PLANT MARGIN RESULTS (CONT’D) 28 Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Wood River 4-5 MWs 444 444 360 360 360 360 360 360 360 360 GWh 2,904 2,871 2,353 2,377 2,377 2,380 2,380 2,384 2,387 2,389 Energy Revenue $94 $100 $90 $99 $111 $122 $126 $132 $136 $140 Capacity Revenue – $1 $4 $4 $40 $42 $42 $43 $43 $43 Fuel Costs ($50) ($51) ($41) ($42) ($43) ($45) ($47) ($48) ($51) ($52) O&M Costs ($17) ($19) ($16) ($17) ($17) ($18) ($18) ($19) ($19) ($20) EBITDA $28 $30 $36 $44 $91 $102 $104 $107 $109 $112 Kendall MWs 1,224 1,224 1,224 1,224 1,224 1,224 1,224 1,224 1,224 1,224 GWh 670 624 903 934 1,217 1,389 1,321 1,213 1,220 1,174 Energy Revenue $38 $40 $68 $71 $97 $122 $119 $117 $120 $119 Capacity Revenue $78 $49 $12 $12 $61 $109 $117 $118 $116 $123 Fuel Costs ($24) ($24) ($36) ($39) ($53) ($62) ($60) ($58) ($60) ($59) O&M Costs ($18) ($18) ($19) ($20) ($21) ($22) ($22) ($22) ($23) ($24) EBITDA $74 $47 $25 $24 $85 $147 $154 $155 $153 $160 Ontelaunee MWs 574 574 574 574 574 574 574 574 574 574 GWh 2,600 2,767 2,839 2,732 2,615 2,606 2,596 2,612 2,679 2,628 Energy Revenue $122 $147 $169 $145 $149 $159 $162 $167 $174 $175 Capacity Revenue $37 $23 $47 $47 $51 $54 $55 $58 $61 $64 Fuel Costs ($89) ($104) ($111) ($111) ($110) ($113) ($116) ($120) ($127) ($128) O&M Costs ($13) ($14) ($15) ($15) ($15) ($15) ($15) ($16) ($16) ($17) EBITDA $56 $52 $90 $67 $75 $85 $86 $89 $92 $94

VENTYX BIOGRAPHY Ventyx is a business solutions provider offering software, data and advisory services to energy, utility, communications, and other asset-intensive commercial industries.  Ventyx was formed in 2007 by the merger of MDSI and Indus International and the acquisition of Global Energy Decisions and New Energy Associates during that same year.  Each of these companies traces their roots to the 1970’s and have been providing clients in the energy sector with energy planning, decision support, energy trading and operations solutions.  In 2010 Ventyx was purchased by ABB, a global leader in power and automation technologies. The Ventyx Advisory Services Practice, which performed part of the analysis in this presentation, traces its roots to the legacy Global Energy Decisions and New Energy Associates companies.  The keystone product of the Ventyx Advisors Practice is the Ventyx Reference Case which is a semi-annual forecast of North American power and fuel markets.  The Ventyx reference case is utilized by utilities, power generators, investment bankers and market regulators as an independent view of the current and expected state of power and fuel markets.  Over the lifetime of this product offering the Ventyx reference case has become widely recognized with a large subscriber base.  29

30 KEY DCF VALUATION ASSUMPTIONS All DCF-based valuation metrics used in the Sum Of the Parts valuation on page 8 and elsewhere in this presentation included the following assumptions: Capacity factors based on historical plant-by-plant data and management guidance from public presentations Strip gas prices through 2015 as of 10/29/10 with a flat $6 long-term natural gas price thereafter Long-term CAPP coal of $70/ton and PRB of $12.50/ton Increased coal transportation costs upon contract expiration Near term MISO power prices set by natural gas approximately 15% of the time until equilibrium at which point gas sets MISO power prices for all on-peak hours Dynegy unscrubbed coal plants retired in 2015 Baldwin plant-to-hub basis normalized in 2014 as a result of plant shutdowns $850/kw CCGT and $625/kw peaker newbuild economics by 2016 - 2018 driven by plant retirements from POTENTIAL EPA HAPS/MACT rules 10% WACC on unlevered cash flows Taxes calculated on a corporate level All relevant capital expenditures (including environmental expenditures) included in DCFs on an NPV basis Plant by plant model is calibrated to tie to 2010 guidance and therefore incorporates all SG&A costs (including regional overhead expenses) Disclaimer: Seneca Capital’s beliefs regarding current and future value are based upon assumptions, including as to the future, that Seneca Capital believes to be reasonable, however, substantial risks and uncertainties exist such that actual performance may deviate materially from Seneca Capital’s forecasts (see page 2 for full disclaimer).

ASSUMPTIONS FOR ESTIMATING CHANGE IN FORWARD GROSS MARGINS 31 2011 2012 2013 2014 2015 Capacity (MW) Midwest Coal 3,144 2,980 2,980 2,687 2,687 Danskammer 370 370 370 370 370 Ontelaunee 580 580 580 580 580 Kendall 1,200 1,200 1,200 1,200 1,200 Casco Bay 540 540 540 540 540 Independence 1,064 1,064 1,064 1,064 1,064 Moss Landing 1&2 1,020 1,020 1,020 1,020 1,020 Capacity Factor Midwest Coal 85.0% 85.0% 85.0% 85.0% 85.0% Danskammer 85.0% 85.0% 85.0% 85.0% 85.0% Ontelaunee 47.6% 47.6% 47.6% 47.6% 47.6% Kendall 47.6% 47.6% 47.6% 47.6% 47.6% Casco Bay 47.6% 47.6% 47.6% 47.6% 47.6% Independence 47.6% 47.6% 47.6% 47.6% 47.6% Moss Landing 1&2 57.1% 57.1% 57.1% 57.1% 57.1% DYN Hedge Assumption Midwest Coal 100% 15% – – – Danskammer 100% 40% – – – Ontelaunee 100% 15% – – – Kendall 100% 23% 23% 23% 23% Casco Bay 100% 40% – – – Independence 100% 70% 70% 64% – Moss Landing 1&2 100% 50% – – –

ASSUMPTIONS FOR ESTIMATING CHANGE IN FORWARD GROSS MARGINS 32 (1) 2011 2012 2013 2014 2015 Power Price / Spark Spread ($/MWh as of 8/12/2010) Midwest Coal $32.05 $34.21 $36.97 $40.37 $44.09 Danskammer $48.42 $50.30 $53.16 $56.40 $58.68 Ontelaunee $18.03 $17.47 $18.65 $20.17 $22.90 Kendall $1.57 $0.39 $0.56 $1.65 $3.94 Casco Bay $8.37 $8.80 $10.18 $12.28 $14.75 Independence ($0.26) ($2.02) ($1.84) ($3.25) ($1.69) Moss Landing 1&2 $8.03 $10.01 $11.68 $15.21 $16.20 Power Price / Spark Spread ($/MWh as of 12/31/2010) Midwest Coal $32.39 $35.04 $37.82 $40.78 $43.29 Danskammer $49.02 $50.53 $52.58 $54.41 $56.37 Ontelaunee $20.58 $20.60 $21.54 $22.40 $23.97 Kendall $3.48 $2.38 $2.91 $4.15 $5.28 Casco Bay $10.62 $9.97 $10.54 $11.20 $11.81 Independence $2.46 $1.99 $2.33 $2.60 $2.77 Moss Landing 1&2 $8.69 $16.33 $20.68 $21.43 $22.18 Change in Gross Margin ($ mm) Midwest Coal – $16 $19 $8 ($16) Danskammer – $0 ($2) ($5) ($6) Ontelaunee – $6 $7 $5 $3 Kendall – $8 $9 $10 $5 Casco Bay – $2 $1 ($2) ($7) Independence – $5 $6 $9 $20 Moss Landing 1&2 – $3 $8 $6 $5 (1) Assumes that DYN captures 18% of the spark spread improvement in 2012+ due to requirement to purchase carbon credits.