Filed by Bowne Pure Compliance





Exhibit 10.104




AMENDMENT
NO. 2 TO

THE DYNEGY INC. MASTER TRUST




WHEREAS,
Dynegy Inc. (“Dynegy”), Illinova Corporation, Illinova Generating Company and Ameren
Corporation entered into that certain Stock Purchase Agreement dated as of February 2, 2004 (the
“Agreement”) under which Ameren Corporation will acquire all of the outstanding common and
preferred stock of Illinois Power Company owned by Illinova Corporation;



WHEREAS, as a result of the transaction contemplated under the Agreement, the name of the
plan formerly known as the Illinois Power Company Retirement Income Plan for Employees Covered
Under a Collective Bargaining Agreement will be changed to the Dynegy Midwest Generation, Inc.
Retirement Income Plan for Employees Covered Under a Collective Bargaining Agreement effective
immediately prior to the “Closing Date” of the Agreement, as such term is defined under Section
2.4 of the Agreement (the “Closing Date”);



WHEREAS,
pursuant to Article Nine of Dynegy Inc. Master Trust entered into between Dynegy and
The Northern Trust Company and as subsequently amended (the “Master Trust”), Dynegy may amend the
Master Trust in whole or in part by instrument in writing delivered to The Northern Trust Company
(the “Trustee”) and with consent of the Trustee;



NOW, THEREFORE, In consideration of the above premises, the Master Trust is hereby amended as
follows effective immediately prior to the Closing Date:


 


 









 





I.




The Schedule to the Master Trust is hereby amended by deleting the phrase “Illinois Power
Company Retirement Income Plan for Employees Covered Under a Collective Bargaining Agreement” and
inserting the following:




“Dynegy Midwest Generation, Inc. Retirement Income Plan for
Employees Covered Under a Collective Bargaining Agreement (formerly
known as the Illinois Power Company Retirement Income Plan for
Employees Covered Under a Collective Bargaining Agreement)”,



ll.




Notwithstanding any other provision of the Master Trust, Illinois Power Company shall not be
an adopting Subsidiary of the Master Trust, effective immediately prior to the Closing Date;
provided, however, that Dynegy shall have the sole responsibility to certify to the Trustee that
the Closing (as such term is defined under Section 2.4 of the Agreement) has occurred and the
Trustee may rely on such certification without further duty of inquiry.



III.




This Amendment may be executed in multiple counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument. Except as modified
herein, the Master Trust shall remain in full force and effect.


 


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IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 2 to the Master Trust to
be executed on this 30 day of September 2004, to be effective immediately prior to the Closing
Date.



	 	 	 	 	 
	 	DYNEGY INC.

 	 
	 	By:  	/s/
J. Kevin Blodgett
 	 
	 	 	J. Kevin Blodgett	 
	 	 	Title: Senior Vice President, Human Resources 	 



 


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CONSENT OF THE TRUSTEE




The
undersigned Trustee of the Master Trust hereby consents to the above Amendment No. 2 to the
Dynegy Inc. Master Trust on this 30 day of Sept, 2004.



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ [ILLEGIBLE]
 	 
	 	 	Title: Vice President 	 




 


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