DYNEGY INC. MASTER RETIREMENT TRUST AGREEMENT Amendment No. 1

Exhibit 10.103

DYNEGY INC.
MASTER RETIREMENT TRUST AGREEMENT

Amendment No. 1

Effective December 13, 2001, DYNEGY INC., an Illinois corporation (the “Company”), and THE NORTHERN TRUST COMPANY, an Illinois corporation, of Chicago, Illinois, (the “Trustee”), entered into the Dynegy Inc. Master Retirement Trust Agreement (the “Agreement”).

The Agreement is amended as follows:

1. Effective the date signed below, the Schedule attached to the Agreement is deleted and replaced with the Schedule attached hereto.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Amendment No. 1 by their respective duly authorized officers on the date(s) written below. This Amendment No. 1 may be signed in counterparts.

The undersigned, [ILLEGIBLE] does hereby certify that he/she is the duly elected, qualified and acting Assistant Secretary of Dynegy Inc. (the &ldqu