FIRST AMENDMENT TO THE AMENDED AND RESTATED POWER SUPPLY AGREEMENT BETWEEN AMEREN ENERGY MARKETING COMPANY AND AMERENENERGY RESOURCES GENERATING COMPANY

Exhibit 99.2

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED

POWER SUPPLY AGREEMENT

BETWEEN

AMEREN ENERGY MARKETING COMPANY

AND

AMERENENERGY RESOURCES GENERATING COMPANY

This First Amendment to the Amended and Restated Power Supply Agreement between Ameren Energy Marketing Company and AmerenEnergy Resources Generating Company (“First Amendment”) is entered into this 1^st day of January, 2010, by and between Ameren Energy Marketing Company (“Buyer”), a corporation organized and existing under the laws of the State of Illinois, and AmerenEnergy Resources Generating Company (“Seller”), a corporation organized and existing under the laws of the State of Illinois. Buyer and Seller shall hereinafter be referred to individually as a “Party” and collectively the “Parties.”

WITNESSETH:

WHEREAS, Buyer and Seller are parties to that Amended and Restated Power Supply Agreement between Ameren Energy Marketing Company and AmerenEnergy Resources Generating Company dated and effective as of March 28, 2008 (hereinafter “Agreement”); and

WHEREAS, Buyer and Seller wish to amend the Agreement by altering the Capacity Payment formula to eliminate the Seller Federal and State Income tax expense.

NOW, THEREFORE, in consideration of the mutual covenants and agreements stated herein, which each Party hereto acknowledges to be sufficient consideration, Buyer and Seller agree to amend the Agreement, as follows:

 

I.	Attachment A – I. Definitions:

A. The definition for “Seller Federal and State Income Taxes” set forth in the Agreement shall be deleted in its entirety.

 

II.	Attachment A – Capacity Payment:

The Capacity Payment formula set forth in the Agreement shall be deleted in its entirety and in lieu thereof a new Capacity Payment formula shall be inserted and shall read as follows:

The Capacity Payment for a given Month shall be calculated as follows:

Capacity Payment = OM + AG + D + OT + I

Where:

OM = Operations and Maintenance Expenses – those Generating Resource Expenses chargeable to Accounts 500 through 555 (excluding Accounts 501, 509, 547, and 555) as defined in the Uniform System of Accounts.

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AG = Administrative and General Expenses – those Generating Resource Expenses chargeable to Accounts 920 through 935 as defined in the Uniform System of Accounts.

D = Depreciation – those Generating Resource Expenses properly chargeable to Accounts 403, 404, 405 and 406 as defined in the Uniform System of Accounts.

OT = Other Taxes – those amounts which are not based upon income applicable to Generating Resources and chargeable to Account 408 as defined in the Uniform System of Accounts.

I = Seller Interest Expense – those Generating Resource Expenses chargeable to Accounts 427 through 432 as defined in the Uniform System of Accounts.

 

III.	Full Force and Effect

Except as amended or modified in this First Amendment, the Agreement shall continue in full force and effect according to its original terms.

 

IV.	Definitions

Terms found in this First Amendment and not defined herein shall have the same meaning as such terms are given in the Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in duplicate by their respective duly authorized officers, effective as of the date first written above.

 

AMEREN ENERGY MARKETING COMPANY						AMERENENERGY RESOURCES GENERATING COMPANY
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		President & Chief Executive Officer				Title:		President