On July 21, 2011, the disinterested directors of Dynegy's Board of Directors (the "Board") unanimously determined that it was advisable, fair and in the best interests of the Company and its stockholders to approve proposed participation in Dynegy's Term Loan financing (please read Dynegy's Current Report on Form 8-K filed on July 10, 2011 for a discussion of the financing) by Icahn Enterprises L.P. an affiliate of directors Messrs. Intrieri and Merksamer. Further, the disinterested directors of the Board unanimously determined that the application of certain conflict of interest provisions in Dynegy's Code of Business Conduct and Ethics relating to the participation of Messrs. Intrieri and Merksamer in deliberating and voting upon matters related to finalizing and entering into the Term Loan facilities shall be waived.