Filed by Bowne Pure Compliance






	 	 	 	 	 



Exhibit 10.107




AMENDMENT NO. 5 TO

TO THE DYNEGY INC. MASTER RETIREMENT TRUST





THIS AMENDMENT, effective as provided below, is hereby made between DYNEGY INC., an Illinois
corporation (“Dynegy Illinois”), and THE NORTHERN TRUST COMPANY, an Illinois corporation, of
Chicago, Illinois (the “Trustee”), and constitutes the fifth amendment to the trust agreement
establishing the DYNEGY INC. MASTER RETIREMENT TRUST, which trust agreement was made by and
between Dynegy Illinois and the Trustee, effective as of the 13th day of December, 2001
(the “Master Trust”).




WHEREAS, the Master Trust has been heretofore amended;



WHEREAS, Dynegy Illinois has entered into that certain Plan of Merger, Contribution and Sale
Agreement by and among Dynegy IIlinois, LSP GEN Investors, L.P., LS Power Partners, L.P., LS Power
Equity Partners PIE I, L.P., LS Power Equity Partners, L.P., LS Power Associates, L.P., Falcon
Merger Sub Co., and Dynegy Acquisition, Inc., executed September 14, 2006 (the “Merger
Agreement”);



WHEREAS, pursuant to the transactions contemplated in the Merger Agreement, Dynegy Illinois
will become a wholly-owned subsidiary of a newly formed Delaware corporation, named “Dynegy Inc.”,
and Dynegy Illinois will thereafter be renamed “Dynegy Illinois Inc.”, as of the Effective Time
specified in the Merger Agreement (the “Effective Time”);



WHEREAS, effective immediately after Effective Time, Dynegy Illinois will withdraw as the
sponsor of the plans listed on the attached schedule to the Master Trust (the “Plans”) and Dynegy
inc., a Delaware corporation, will assume sponsorship of the Plans from Dynegy Illinois and will
become the “Company” for purposes of the Master Trust; and



WHEREAS, Article Nine of the Master Trust provides that Dynegy Illinois may, with the consent
of the Trustee, amend the Master Trust in whole or in part by instrument in writing delivered to
the Trustee;



NOW, THEREFORE, in consideration of the above premises, the Master Trust is hereby amended as
follows, effective immediately after the Effective Time:



I.




The first paragraph of the preamble to the Master Trust shall be deleted and the following
three paragraphs shall be substituted therefor:




“THIS AGREEMENT, effective as of the 13th day of December, 2001,
was made between DYNEGY INC., an Illinois corporation (‘Dynegy Illinois’), and THE
NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago, Illinois, as Trustee,
and constitutes a restatement into a single trust agreement known as the DYNEGY
INC. MASTER RETIREMENT TRUST agreement of the several trust agreements for the
Plans that are listed in the
attached schedule, which trust agreements were made by Dynegy Illinois and its
Subsidiaries and under which the Trustee accepted appointment as successor trustee.
The schedule may be amended from time to time by the Company.


 


 









 






Dynegy Illinois has entered into that certain Plan of Merger, Contribution and
Sale Agreement by and among Dynegy Illinois, LSP GEN Investors, L.P., LS Power
Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P.,
LS Power Associates, L.P., Falcon Merger Sub Co., and Dynegy Acquisition,
Inc., executed September 14, 2006 (the ‘Merger Agreement’), Pursuant to
the transactions contemplated in the Merger Agreement., Dynegy Illinois will become a
wholly-owned subsidiary of a newly formed Delaware corporation, named ‘Dynegy Inc.’,
and Dynegy Illinois will thereafter be renamed ‘Dynegy Illinois Inc.’, as of the
Effective Time specified in the Merger Agreement (the ‘Effective Time’).




Effective immediately after the Effective Time, Dynegy Illinois will withdraw as
the sponsor of the Plans and Dynegy Inc., a Delaware corporation, will assume
sponsorship of the Plans from Dynegy Illinois and all references to the ‘Company’
herein shall thereafter refer to Dynegy Inc., a Delaware corporation.”



II.





Section 1.4 of the Trust is amended in its entirety to provide as follows:




“1.4 ‘Company’ means Dynegy Inc., a Delaware corporation and any
corporation which is the successor thereto;”



III.





Except as modified herein, the Master Trust shall remain in full force and effect.



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.



[Remainder of page intentionally left blank]



 


 









 





IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 to the Master Trust
on the dates indicated below, to be effective immediately after the Effective Time.



	 	 	 	 	 
	 	Dynegy Inc., an Illinois corporation

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Title:	Executive Vice President, Administration 	 
	 	 	Date: 	April 2, 2007 	 
	 
	 	The Northern Trust Company

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Title: 	  Second Vice President 
	 	 	Date:	April 2, 2007 
	 
	 	Agreed and accepted:


Dynegy Inc., a Delaware corporation

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Title:  	Executive Vice President, Administration
   	 
	 	 	Date: 	April 2, 2007