Edgar Filing: Masspower Partners II, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

Dynegy Inc.

(Issuer)

Illinois Power Generating Company

Black Mountain Cogen, Inc.

Blue Ridge Generation LLC

Casco Bay Energy Company, LLC

Coffeen and Western Railroad Company

Dighton Power, LLC

Dynegy Administrative Services Company

Dynegy Coal Generation, LLC

Dynegy Coal Holdco, LLC

Dynegy Coal Investments Holdings, LLC

Dynegy Coal Trading & Transportation, L.L.C.

Dynegy Commercial Asset Management, LLC

Dynegy Conesville, LLC

Dynegy Dicks Creek, LLC

Dynegy Energy Services (East), LLC

Dynegy Energy Services, LLC

Dynegy Equipment, LLC

Dynegy Fayette II, LLC

Dynegy Gas Generation, LLC

Dynegy Gas Holdco, LLC

Dynegy Gas Imports, LLC

Dynegy Gas Investments Holdings, LLC

Dynegy Gas Investments, LLC

Dynegy GasCo Holdings, LLC

Dynegy Generation Holdco, LLC

Dynegy Global Liquids, Inc.

Dynegy Hanging Rock II, LLC

Dynegy Kendall Energy, LLC

Dynegy Killen, LLC

Dynegy Lee II, LLC

Dynegy Marketing and Trade, LLC

Dynegy Miami Fort, LLC

Dynegy Midwest Generation, LLC

Dynegy Morro Bay, LLC

Dynegy Moss Landing, LLC

Dynegy Oakland, LLC

Dynegy Operating Company

Dynegy Power Generation Inc.

Dynegy Power Marketing, LLC

Dynegy Power, LLC

Dynegy Resource Holdings, LLC

Dynegy Resource I, LLC

Dynegy Resource II, LLC

Dynegy Resource III, LLC

Dynegy Resources Generating Holdco, LLC

Dynegy Resources Holdco I, LLC

Dynegy Resources Holdco II, LLC

Dynegy Resources Management, LLC

Dynegy South Bay, LLC

Dynegy Stuart, LLC

Dynegy Washington II, LLC

Dynegy Zimmer, LLC

Elwood Energy Holdings II, LLC

Elwood Energy Holdings, LLC

Elwood Expansion Holdings, LLC

Elwood Services Company, LLC

EquiPower Resources Corp.

Havana Dock Enterprises, LLC

Illinois Power Fuels and Services Company

Illinois Power Marketing Company

Illinois Power Resources Generating, LLC

Illinois Power Resources, LLC

Illinova Corporation

IPH II, LLC

IPH, LLC

Kincaid Energy Services Company, LLC

Kincaid Generation, L.L.C.

Kincaid Holdings, LLC

Lake Road Generating Company, LLC

Liberty Electric Power, LLC

MASSPOWER

Masspower Holdco, LLC

Masspower Partners I, LLC

Masspower Partners II, LLC

Milford Power Company, LLC

Ontelaunee Power Operating Company, LLC

Richland Generation Expansion, LLC

Richland-Stryker Generation LLC

RSG Power, LLC

Sithe Energies, Inc.

Sithe/Independence LLC

Tomcat Power, LLC

(Subsidiary Guarantors)

(Names of Applicants)

601 Travis, Suite 1400

Houston, Texas 77002

(Address of principal executive offices)

Securities to be Issued Under the Indenture to be Qualified

Title of Class		Amount
7-Year Senior Notes(1)		Up to $210,000,000 aggregate principal amount(2)

Approximate date of proposed offering:

As promptly as practicable after confirmation of the Plan by the Bankruptcy Court

Name and address of agent for service:		With a copy to:
Catherine C. James		Gary Kashar
Executive Vice President, General Counsel and		White & Case LLP
Chief Compliance Officer		1155 Avenue of the Americas
Dynegy Inc.		New York, NY 10036
601 Travis, Suite 1400		(212) 819-8200
Houston, Texas 77002
(713) 507-6400

(1) The interest rate of the 7-Year Senior Notes will be determined at the time of issuance thereof as described in the Offering Memorandum and Disclosure Statement, as defined below, attached as an exhibit hereto. The maturity of the 7-Year Senior Notes shall be seven years from the Plan Effective Date, as defined below.

(2) The actual aggregate principal amount of 7-Year Senior Notes to be initially issued pursuant to the Indenture, as defined below, may be less and will depend upon the aggregate principal amount of Genco Notes held by Eligible Holders (as defined in the Offering Memorandum and Disclosure Statement) that participate in the Plan, in each case, as defined below.

Dynegy Inc. (“Dynegy”) hereby amends this Application for Qualification (this “Application”) on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after filing a further amendment which specifically states that it shall supersede this Application, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Act”), may determine upon written request of Dynegy.

GENERAL

1. General Information.

Applicant	Form of Organization (a)	Jurisdiction of Incorporation (b)

Dynegy Inc.	Corporation	DE
Illinois Power Generating Company	Corporation	IL
Black Mountain Cogen, Inc.	Corporation	DE
Blue Ridge Generation LLC	Limited Liability Company	DE
Casco Bay Energy Company, LLC	Limited Liability Company	DE
Coffeen and Western Railroad Company	Corporation	IL
Dighton Power, LLC	Limited Liability Company	DE
Dynegy Administrative Services Company	Corporation	DE
Dynegy Coal Generation, LLC	Limited Liability Company	DE
Dynegy Coal Holdco, LLC	Limited Liability Company	DE
Dynegy Coal Investments Holdings, LLC	Limited Liability Company	DE
Dynegy Coal Trading & Transportation, L.L.C.	Limited Liability Company	DE
Dynegy Commercial Asset Management, LLC	Limited Liability Company	OH
Dynegy Conesville, LLC	Limited Liability Company	DE
Dynegy Dicks Creek, LLC	Limited Liability Company	DE
Dynegy Energy Services (East), LLC	Limited Liability Company	DE
Dynegy Energy Services, LLC	Limited Liability Company	DE
Dynegy Equipment, LLC	Limited Liability Company	DE
Dynegy Fayette II, LLC	Limited Liability Company	DE
Dynegy Gas Generation, LLC	Limited Liability Company	DE
Dynegy Gas Holdco, LLC	Limited Liability Company	DE
Dynegy Gas Imports, LLC	Limited Liability Company	DE
Dynegy Gas Investments Holdings, LLC	Limited Liability Company	DE
Dynegy Gas Investments, LLC	Limited Liability Company	DE
Dynegy GasCo Holdings, LLC	Limited Liability Company	DE
Dynegy Generation Holdco, LLC	Limited Liability Company	DE
Dynegy Global Liquids, Inc.	Corporation	DE
Dynegy Hanging Rock II, LLC	Limited Liability Company	DE
Dynegy Kendall Energy, LLC	Limited Liability Company	DE
Dynegy Killen, LLC	Limited Liability Company	DE
Dynegy Lee II, LLC	Limited Liability Company	DE
Dynegy Marketing and Trade, LLC	Limited Liability Company	DE
Dynegy Miami Fort, LLC	Limited Liability Company	DE
Dynegy Midwest Generation, LLC	Limited Liability Company	DE
Dynegy Morro Bay, LLC	Limited Liability Company	DE
Dynegy Moss Landing, LLC	Limited Liability Company	DE
Dynegy Oakland, LLC	Limited Liability Company	DE
Dynegy Operating Company	Corporation	TX
Dynegy Power Generation Inc.	Corporation	DE
Dynegy Power Marketing, LLC	Limited Liability Company	TX
Dynegy Power, LLC	Limited Liability Company	DE
Dynegy Resource Holdings, LLC	Limited Liability Company	DE
Dynegy Resource I, LLC	Limited Liability Company	DE
Dynegy Resource II, LLC	Limited Liability Company	DE
Dynegy Resource III, LLC	Limited Liability Company	DE
Dynegy Resources Generating Holdco, LLC	Limited Liability Company	DE
Dynegy Resources Holdco I, LLC	Limited Liability Company	DE
Dynegy Resources Holdco II, LLC	Limited Liability Company	DE
Dynegy Resources Management, LLC	Limited Liability Company	DE
Dynegy South Bay, LLC	Limited Liability Company	DE
Dynegy Stuart, LLC	Limited Liability Company	DE
Dynegy Washington II, LLC	Limited Liability Company	DE

Dynegy Zimmer, LLC	Limited Liability Company	DE
Elwood Energy Holdings II, LLC	Limited Liability Company	DE
Elwood Energy Holdings, LLC	Limited Liability Company	DE
Elwood Expansion Holdings, LLC	Limited Liability Company	DE
Elwood Services Company, LLC	Limited Liability Company	VA
EquiPower Resources Corp.	Corporation	DE
Havana Dock Enterprises, LLC	Limited Liability Company	DE
Illinois Power Fuels and Services Company	Corporation	IL
Illinois Power Marketing Company	Corporation	IL
Illinois Power Resources Generating, LLC	Limited Liability Company	DE
Illinois Power Resources, LLC	Limited Liability Company	DE
Illinova Corporation	Corporation	IL
IPH II, LLC	Limited Liability Company	DE
IPH, LLC	Limited Liability Company	DE
Kincaid Energy Services Company, LLC	Limited Liability Company	VA
Kincaid Generation, L.L.C.	Limited Liability Company	VA
Kincaid Holdings, LLC	Limited Liability Company	VA
Lake Road Generating Company, LLC	Limited Liability Company	DE
Liberty Electric Power, LLC	Limited Liability Company	DE
MASSPOWER	General Partnership	MA
Masspower Holdco, LLC	Limited Liability Company	DE
Masspower Partners I, LLC	Limited Liability Company	DE
Masspower Partners II, LLC	Limited Liability Company	DE
Milford Power Company, LLC	Limited Liability Company	DE
Ontelaunee Power Operating Company, LLC	Limited Liability Company	DE
Richland Generation Expansion, LLC	Limited Liability Company	DE
Richland-Stryker Generation LLC	Limited Liability Company	DE
RSG Power, LLC	Limited Liability Company	DE
Sithe Energies, Inc.	Corporation	DE
Sithe/Independence LLC	Limited Liability Company	DE
Tomcat Power, LLC	Limited Liability Company	DE

The entities listed above, except for Dynegy, are herein collectively referred to as the “Subsidiary Guarantors.” Dynegy and the Subsidiary Guarantors are herein collectively referred to as the “Applicants.”

2. Securities Act exemption applicable.

Dynegy’s indirect wholly-owned subsidiary, Illinois Power Generating Company (“Genco”) is soliciting acceptances from holders of its outstanding (i) 7.000% Senior Notes, Series H, due 2018 (the “2018 Notes”), (ii) 6.300% Senior Notes, Series I, due 2020 (the “2020 Notes”) and (iii) 7.950% Senior Notes, Series F, due 2032 (the “2032 Notes” and, together with the 2018 Notes and the 2020 Notes, the “Genco Notes”), for an in-court restructuring of Genco pursuant to a prepackaged plan of reorganization (the “Plan”). A copy of the Plan is attached to the Offering Memorandum and Indenture Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization (the “Offering Memorandum and Disclosure Statement”), a copy of which is attached as an exhibit hereto. Pursuant to the Plan, Eligible Holders (as defined in the Offering Memorandum and Disclosure Statement) will be able to exchange their Genco Notes for up to (i) $210.0 million aggregate principal amount of 7-year Senior Notes of Dynegy (the “Dynegy Notes”), (ii) 10 million warrants of Dynegy (the “Dynegy Warrants” and, together with the Dynegy Warrants, the “Dynegy Securities”) and (iii) $130.0 million in cash (subject to reductions for interest payments, the “Cash Consideration” and, together with the Dynegy Securities, the “Consideration”), and Non-Eligible Holders (as defined in the Offering Memorandum and Disclosure Statement) will be able to exchange their Genco Notes for cash consideration. Dynegy is also offering to Eligible Holders to exchange in an out-of-court restructuring (the “Exchange Offer”) all of the Genco Notes for the Consideration, and in such case, the Dynegy Securities to be issued will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation S thereof.

This Application has been filed to qualify the indenture that will govern the Dynegy Notes (the “Indenture”). If issued pursuant to the Plan, the Dynegy Securities and the guarantees related to the Dynegy Notes will be issued to Eligible Holders in reliance upon an exemption from registration under Section 1145(a) of Chapter 11 of Title 11 of the United States Code

(the “Bankruptcy Code”). Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a bankruptcy plan of reorganization from registration under the Securities Act and under equivalent state securities and “blue sky” laws if the following requirements are satisfied: (1) the securities are issued under a plan of reorganization by the debtor (or its successor), or an affiliate of the debtor that is participating in the plan with the debtor, (2) the recipients of the securities hold a claim against the debtor, an interest in the debtor or a claim for an administrative expense against the debtor and (3) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor or are issued “principally” in such exchange and “partly” for cash or property.

AFFILIATIONS

3. Affiliates.

The following list sets forth the affiliates of the Applicants as of November 7, 2016.

Affiliate		Jurisdiction of Incorporation
Atlas I Marketing and Trade, LLC		DE
Atlas Administrative Services, LLC		DE
Atlas Finance MergeCo, LLC		DE
Atlas Power, LLC		DE
Atlas Power Finance, LLC		DE
Berks Hollow Energy Associates, LLC		DE
Black Mountain Cogen, Inc.		DE
Blue Ridge Generation LLC		DE
Brayton Point Energy, LLC		VA
Casco Bay Energy Company, LLC		DE
Coffeen and Western Railroad Company		IL
Dighton Power, LLC		DE
Dynegy Administrative Services Company		DE
Dynegy Atlantic Holdings, LLC		DE
Dynegy Atlas Holdings, LLC		DE
Dynegy California Wave Holdings, LLC		DE
Dynegy Coal Generation, LLC		DE
Dynegy Coal Holdco, LLC		DE
Dynegy Coal Investments Holdings, LLC		DE
Dynegy Coal Trading & Transportation, L.L.C.		DE
Dynegy Commercial Asset Management, LLC		OH
Dynegy Conesville, LLC		DE
Dynegy Dicks Creek, LLC		DE
Dynegy Energy Services (East), LLC		DE
Dynegy Energy Services, LLC		DE
Dynegy Equipment, LLC		DE
Dynegy Estero Bay Wave Park, LLC		DE
Dynegy Fayette II, LLC		DE
Dynegy Finance IV, Inc.		DE
Dynegy Gas Generation, LLC		DE
Dynegy Gas Holdco, LLC		DE
Dynegy Gas Imports, LLC		DE
Dynegy Gas Investments Holdings, LLC		DE
Dynegy Gas Investments, LLC		DE
Dynegy GasCo Holdings, LLC		DE
Dynegy Generation Holdco, LLC		DE
Dynegy Global Liquids, Inc.		DE
Dynegy Hanging Rock II, LLC		DE
Dynegy Kendall Energy, LLC		DE
Dynegy Killen, LLC		DE
Dynegy Lee II, LLC		DE

Dynegy Marketing and Trade, LLC		DE
Dynegy Miami Fort, LLC		DE
Dynegy Midwest Generation, LLC		DE
Dynegy Morro Bay, LLC		DE
Dynegy Moss Landing, LLC		DE
Dynegy Oakland, LLC		DE
Dynegy Operating Company		TX
Dynegy Orchid Hill, LLC		DE
Dynegy Point Estero Wave Park, LLC		DE
Dynegy Power Generation Inc.		DE
Dynegy Power Marketing, LLC		TX
Dynegy Power, LLC		DE
Dynegy Resource Holdings, LLC		DE
Dynegy Resource I, LLC		DE
Dynegy Resource II, LLC		DE
Dynegy Resource III, LLC		DE
Dynegy Resources Generating Holdco, LLC		DE
Dynegy Resources Holdco I, LLC		DE
Dynegy Resources Holdco II, LLC		DE
Dynegy Resources Management, LLC		DE
Dynegy South Bay, LLC		DE
Dynegy Stuart, LLC		DE
Dynegy Washington II, LLC		DE
Dynegy Zimmer, LLC		DE
Electric Energy, Inc.(1)		IL
Elwood Energy Holdings II, LLC		DE
Elwood Energy Holdings, LLC		DE
Elwood Energy LLC(2)		DE
Elwood Expansion Holdings, LLC		DE
Elwood Expansion LLC(3)		DE
Elwood II Holdings, LLC		DE
Elwood III Holdings, LLC		DE
Elwood Services Company, LLC		VA
Equipower Resources Corp.		DE
Havana Dock Enterprises, LLC		DE
Illinois Power Fuels and Services Company		IL
Illinois Power Generating Company		IL
Illinois Power Marketing Company		IL
Illinois Power Resources Generating, LLC		DE
Illinois Power Resources, LLC		DE
Illinova Corporation		IL
IPH II, LLC		DE
IPH, LLC		DE
Joppa and Eastern Railroad Company		IL
Kincaid Energy Services Company, LLC		VA
Kincaid Generation, L.L.C.		VA
Kincaid Holdings, LLC		VA
Lake Road Generating Company, LLC		DE
Liberty Electric Power, LLC		DE
MASSPOWER		MA
Masspower Holdco, LLC		DE
Masspower Partners I, LLC		DE
Masspower Partners II, LLC		DE
Met-South, Inc.		IL
Midwest Electric Power, Inc.		IL
Milford Power Company, LLC		DE
Morro Bay Mutual Water Company(4)		CA
Moss Landing Mutual Water Company(5)		CA

Ontelaunee Power Operating Company, LLC		DE
Richland Generation Expansion, LLC		DE
Richland-Stryker Generation LLC		DE
RSG Power, LLC		DE
Sithe Energies, Inc.		DE
Sithe/Independence Funding Corporation		DE
Sithe/Independence LLC		DE
Sithe/Independence Power Partners, L.P.		DE
Tomcat Power, LLC		DE

All entities listed above are either directly or indirectly 100% owned by Dynegy Inc. unless otherwise noted.

(1) Electric Energy, Inc. is 80% indirectly owned by Dynegy Inc. and 20% owned by Kentucky Utilities Company located at One Quality Street, Lexington, Kentucky 40507.

(2) Elwood Energy LLC is 50% indirectly owned by Dynegy Inc. and 50% owned by J-Power Elwood, LLC.

(3) Elwood Expansion LLC is 50% indirectly owned by Dynegy Inc. and 50% owned by J-Power Elwood, LLC.

(4) Morro Bay Mutual Water Company, a non-profit California corporation, is 50% indirectly owned by Dynegy Inc. and 50% owned by Pacific Gas & Electric Company located at 77 Beale Street, San Francisco, CA 94105.

(5) Moss Landing Mutual Company Water Company, a non-profit California corporation, is 33% indirectly owned by Dynegy Inc., 33% owned by Pacific Gas & Electric Company located at 77 Beale Street, San Francisco, CA 94105 and 33% owned by Louis R. and Carol S. Calcagno, as Trustees of the Louis and Carol Calcagno Family Trust.

For purposes of this Application only, the officers and directors of the Applicants named in response to Item 4 hereof and the principal owners of the Applicants’ voting securities named in response to Item 5 hereof may be deemed affiliates by virtue of their holdings.

If Genco seeks to consummate the Plan, after the effective date of the Plan (the “Plan Effective Date”), there is currently expected to be no change in the ownership structure of the Applicants.

MANAGEMENT AND CONTROL

4. Directors and executive officers.

The following table sets forth the name and office of all directors and executive officers of the Applicants as of the date hereof. The mailing address for each of the officers and directors listed below is c/o Dynegy Inc., 601 Travis, Suite 1400, Houston, Texas 77002.

Dynegy

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Carolyn J. Burke		Executive Vice President, Strategic Development
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Mario E. Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Pat Wood III		Chairman
Hilary E. Ackermann		Director
Paul M. Barbas		Director
Richard L. Kuersteiner		Director
John R. Sult		Director
Jeffrey S. Stein		Director

Genco

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
J. Clinton Walden		Vice President and Chief Accounting Officer
Kevin Howell		Chairman
Mario E. Alonso		Director
Marjorie Bowen		Director
Carolyn J. Burke		Director
Julius Cox		Director

Black Mountain Cogen, Inc.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Blue Ridge Generation, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Casco Bay Energy Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development

Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Coffeen and Western Railroad Company

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

Dighton Power, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Administrative Services Company

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Coal Generation, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain

Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Coal Holdco, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Coal Investments Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Coal Trading & Transportation, L.L.C.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Commercial Asset Management, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Conesville, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Dicks Creek, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Energy Services (East), LLC

Name		Position

Robert C. Flexon		Chief Executive Officer
Sheree M. Petrone		President
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer

Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Energy Services, LLC

Name		Position

Robert C. Flexon		Chief Executive Officer
Sheree M. Petrone		President
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Equipment, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Fayette II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Gas Generation, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development

Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Gas Holdco, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Gas Imports, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Gas Investments Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Gas Investments, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy GasCo Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Generation Holdco, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Global Liquids, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer

Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Hanging Rock II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Kendall Energy, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Killen, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Lee II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development

Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Marketing and Trade, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Miami Fort, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Midwest Generation, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Morro Bay, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Moss Landing, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Oakland, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Operating Company

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer

Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Power Generation Inc.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Power Marketing, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Power, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resource Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer

Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resource I, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resource II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resource III, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resources Generating Holdco, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer

Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resources Holdco I, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resources Holdco II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Resources Management, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy South Bay, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Stuart, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Washington II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Dynegy Zimmer, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Dean Ellis		Senior Vice President, Regulatory Affairs

Elwood Energy Holdings II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Elwood Energy Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Elwood Expansion Holdings, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Elwood Services Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer

Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

EquiPower Resources Corp.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Havana Dock Enterprises, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Illinova Corporation

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Illinois Power Fuels and Services Company

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer

Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Daniel P. Thompson		Executive Vice President, Coal Operations
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

Illinois Power Marketing Company

Name		Position

Robert C. Flexon		Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		President
Daniel P. Thompson		Executive Vice President, Coal Operations
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

Illinois Power Resources Generating, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Daniel P. Thompson		Executive Vice President, Coal Operations
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

Illinois Power Resources, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Daniel P. Thompson		Executive Vice President, Coal Operations
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

IPH II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plan Operations (ERCOT and CAISO) and Supply Chain

Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs
John Kennedy		Senior Vice President, Plant Operations
Mike Sharp		Senior Vice President, Asset Management

IPH, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President, Strategic Development
Carolyn J. Burke		Executive Vice President, Business Operations and Systems
Julius Cox		Executive Vice President and Chief Administrative Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Daniel P. Thompson		Executive Vice President, Coal Operations
Dean Ellis		Vice President, Regulatory Affairs
Jeffrey Coyle		Vice President, Operations Support

Kincaid Energy Services Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Kincaid Generation, L.L.C.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Lake Road Generating Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Liberty Electric Power, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

MASSPOWER

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Masspower Holdco, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer

Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Masspower Partners I, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Masspower Partners II, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Milford Power Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Ontelaunee Power Operating Company, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development

Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Richland Generation Expansion, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Richland-Stryker Generation, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

RSG Power, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Sithe Energies, Inc.

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Sithe/Independence, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

Tomcat Power, LLC

Name		Position

Robert C. Flexon		President and Chief Executive Officer
Mario Alonso		Executive Vice President and General Manager Plant Operations (ERCOT and CAISO) and Supply Chain
Carolyn J. Burke		Executive Vice President, Strategic Development
Julius Cox		Executive Vice President and Chief Administrative Officer
Martin W. Daley		Executive Vice President and Chief Operations Officer
Clint C. Freeland		Executive Vice President and Chief Financial Officer
Catherine C. James		Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones		Executive Vice President and Chief Commercial Officer
Sheree M. Petrone		Executive Vice President, Retail
Dean Ellis		Senior Vice President, Regulatory Affairs

5. Principal owners of voting securities.

The following table sets forth information as to each person owning 10 percent or more of the voting securities of Dynegy as of November 7, 2016. All percentages and share amounts are approximate based on current information available to Dynegy. The information available to Dynegy may be incomplete.

Name and Complete Mailing Address	Title of Class Owned	Amount Owned(1)	Percentage of Voting Securities Owned

Black Rock, Inc.	Common stock	13,817,714	11.8	%
55 East 52nd Street, New York, NY 10055

Massachusetts Financial Services Co.(2)		Common stock		12,518,477		10.7	%
111 Huntington Avenue, Boston, MA 02199

(1) Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2) Shares of common stock consists of sum of (1) shares of common stock and (2) shares of Series A 5.375% mandatory convertible preferred stock on an as-converted basis to shares of common stock.

See Item 3 hereof, “Affiliates,” for more information about the ownership of the voting securities of the Applicants (other than Dynegy).

If Genco seeks to consummate the Plan, after the Plan Effective Date, there is currently expected to be no change in the ownership structure of the Applicants.

UNDERWRITERS

6. Underwriters.

(a) Persons acting as underwriters within the last three years:

On October 5, 2016, Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., RBC Capital Markets, LLC and UBS Securities LLC acted as initial purchasers in connection with Dynegy’s offering of 8.00% Senior Notes Due 2025. The names and addresses of these entities are as follows:

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036	Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019


Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, New York 10010	Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005

Goldman, Sachs & Co. 200 West Street New York, New York 10282	J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036	MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 10020

RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281	UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019

On June 15, 2016, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and SunTrust Robinson Humphrey, Inc. acted as joint boking-running managers in connection with Dynegy’s offering of 7.00% Tangible Equity Units. The names and addresses of these entities are as follows:

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

RBC Capital Markets, LLC

3 World Financial Center

200 Vesey Street

	New York, New York 10281

Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005	Goldman, Sachs & Co. 200 West Street New York, New York 10282

Mitsubishi UFJ Securities (USA), Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 10020	BNP Paribas Securities Corp. 787 Seventh Avenue New York, New York 10019

Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019	SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, NE, 10th Floor Atlanta, Georgia 30326

On October 6, 2014, Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC acted as joint boking-running managers and BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Securities (USA), Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc. and SunTrust Robinson Humphrey, Inc. acted as co-managers in connection with an offering of common stock, an offering of mandatory convertible preferred stock and an offering of three series of units due 2019, 2022 and 2012 consisting of various senior notes, in each case, issued by Dynegy or subsequently assumed by Dynegy. The names and addresses of these entities are as follows:

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue,

New York, New York 10010

RBC Capital Markets, LLC

3 World Financial Center

200 Vesey Street

New York, New York 10281

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas

New York, New York 10019

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Mitsubishi UFJ Securities (USA), Inc.

1221 Avenue of the Americas, 6th Floor

New York, New York 10020

SunTrust Robinson Humphrey, Inc.

3333 Peachtree Road, NE, 10th Floor

Atlanta, Georgia 30326

(b) Dynegy has not, and will not, engage any underwriter in connection with the Plan or the Dynegy Notes to be issued under the Indenture.

CAPITAL SECURITIES

7. Capitalization.

(a) The following table sets forth the amount authorized and amount outstanding of each class of the Applicants’ securities as of November 7, 2016.

	Amount Authorized	Amount Outstanding
	(in millions)
Capital Stock:
Dynegy: