Dynegy (DYN)

FORM OF CONSENT TO ASSIGNMENT OF LETTER OF CREDIT RIGHTS

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[            ], as Individual Trustee

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[INSERT NAME OF BENEFICIARY], as Beneficiary

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We refer to the [INSERT ALL IDENTIFYING INFORMATION WITH RESPECT TO RELEVANT LETTER OF CREDIT] (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Credit”)[, a true copy of which is attached hereto]. The Letter of Credit has been established in favor of [INSERT NAME OF BENEFICIARY], as beneficiary (the “Beneficiary”), and we are the [issuing bank (the “Issuing Bank”)][nominated person (the “Nominated Person”)] required to give value thereunder pursuant to one [or more] drawing[s] upon the satisfaction of the conditions stated in the Letter of Credit. The liability of the [Issuing Bank][Nominated Person] for action or omissions under the Letter of Credit is governed by the laws of [INSERT RELEVANT JURISDICTION], as chosen by agreement in the Letter of Credit. [To the best knowledge of the undersigned,] the signatories to this consent letter are the only persons obligated to give value under the Letter of Credit.

We hereby confirm that there is no term in the Letter of Credit or other restriction which prohibits, restricts or requires any person’s consent to the Beneficiary’s assignment of or creation of a security interest in the rights to payment or performance under the Letter of Credit. We hereby consent to and acknowledge the assignment by the Beneficiary of all proceeds of and rights to payment and performance under the Letter of Credit in favor of Wilmington Trust Company, not in its individual capacity but solely as corporate trustee (the “Corporate Trustee”) and John M. Beeson, Jr., not in his individual capacity but solely as individual trustee (the

Dynegy Security Agreement

“Individual Trustee” and together with the Corporate Trustee, the “Collateral Trustees”) pursuant to the Second Amended and Restated Security Agreement dated as of April 2, 2007 executed by the Beneficiary and other parties thereto, as Grantor, in favor of the Collateral Trustees, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Security Agreement”).

We hereby agree to pay, irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off, all proceeds of the Letter of Credit that would otherwise be paid to the Beneficiary directly to the Collateral Trustees to the following account:

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We hereby confirm and agree that the Letter of Credit is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and that the Collateral Trustees shall have no liability or obligation under or with respect to the Letter of Credit or any document related thereto as a result of this consent letter, the Security Agreement or otherwise.

This consent letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same consent letter. Delivery of an executed counterpart of a signature page to this consent letter by telecopier shall be effective as delivery of an original executed counterpart of this consent letter.

This consent letter shall be governed by, and construed in accordance with, the laws of the State of New York.

Dynegy Shared Security Agreement

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Dynegy Shared Security Agreement

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