Amendment to Dynegy Inc. Defererred Compensation Plan Trust Agreement


 Exhibit 10.54 
 AMENDMENT TO DYNEGY INC. 
 DEFERRED COMPENSATION PLAN TRUST AGREEMENT 

THIS AMENDMENT to the Dynegy Inc. Deferred Compensation Plan Trust Agreement (the “Agreement”) is entered into effective as provided herein
below, between DYNEGY ILLINOIS INC. (formerly known as Dynegy Inc.), an Illinois corporation (“Dynegy Illinois”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the
“Trustee”); 
 WITNESSETH 
 WHEREAS, Dynegy Illinois has heretofore adopted the Dynegy Inc. Deferred Compensation Plan (the “Plan”); 
 WHEREAS, 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”); 
 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.” (the
“Company”), and Dynegy Illinois will thereafter be renamed “Dynegy Illinois Inc.”, as of the Effective Time specified in the Merger Agreement (the “Effective Time”); 
 WHEREAS, in connection with the completion of such transactions, the Board of Directors of Dynegy Illinois and the Company have approved the adoption,
assumption and sponsorship of the Plan by the Company; and 
 WHEREAS, effective immediately after the Effective Time, Dynegy Illinois will
withdraw as the sponsor of the Plan and the Company will assume sponsorship of the Plan from Dynegy Illinois and will become the “‘Company” for purposes of the Agreement; 
 NOW, THEREFORE, BE IT RESOLVED that the Agreement is hereby amended as follows, effective immediately after the Effective Time: 
 1. The first and second paragraphs of the Agreement shall be deleted and the following five paragraphs shall be substituted therefor: 
 “THIS AGREEMENT AND DECLARATION OF TRUST (the ‘Agreement’) effective
as of the 1st day of January, 2002, by and between DYNEGY ILLINOIS INC. (formerly known as Dynegy Inc.), an Illinois
corporation (‘Dynegy Illinois’) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the ‘Trustee’). 
  

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 WHEREAS, Dynegy Illinois has heretofore established the DYNEGY INC DEFERRED COMPENSATION
PLAN (hereinafter referred to as the ‘Plan’) for the benefit of certain individuals who are eligible for benefits under the terms of the Plan (such individuals being referred to herein as the ‘Members’), which Plan provides for
the payment of certain deferred compensation benefits (the ‘Benefits’) to the Members and, in the event of the death of a Member, the beneficiaries of the respective Member entitled to any payments under the terms of the Plan
(‘Beneficiaries’); and 
 WHEREAS, 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’); and 
 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.’ (the ‘Company’), and the Dynegy Illinois will thereafter be renamed ‘Dynegy Illinois
Inc.’, immediately as of the Effective Time specified in the Merger Agreement (the ‘Effective Time’); and 
 WHEREAS, effective immediately after the Effective Time, Dynegy Illinois will withdraw as the sponsor of the Plan (defined below) and the Company will assume sponsorship of the Plan from Dynegy Illinois.” 
 2. Except as modified herein, the Agreement shall remain in full force and effect. 
 This Amendment may be executed in two or more counterparts, which together constitute one instrument. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Master Trust on the dates
indicated below, to be effective immediately after the Effective Time. 
  

									
	Attest:	 		 	 DYNEGY ILLINOIS INC.
 (formerly known
as Dynegy Inc.)

				
	/s/ Irma Longoria	 		 	By:	 	/s/ J. Kevin Blodgett
					
		 		 		 	Title:	 	Executive Vice President, Administration
					
		 		 		 	Date:	 	April 2, 2007

  

									
	Attest:	 		 	Vanguard Fiduciary Trust Company
				
	  	 		 	By:	 	  
					
		 		 		 	Title:	 	  
					
		 		 		 	Date:	 	  

  

									
		 		 	Approved and accepted:
			
	Attest:	 		 	Dynegy Inc., a Delaware corporation
				
	/s/ Irma Longoria	 		 	By:	 	/s/ J. Kevin Blodgett
					
		 		 		 	Title:	 	Executive Vice President, Administration
					
		 		 		 	Date:	 	April 2, 2007

  

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