Exhibit
10.1


AMEREN
CORPORATION SYSTEM
 AMENDED
AND RESTATED
 NON-REGULATED
SUBSIDIARY
 MONEY
POOL AGREEMENT
 
 
 This
AMENDED AND RESTATED NON-REGULATED SUBSIDIARY MONEY POOL
AGREEMENT(this “Agreement”) is made and entered into this 1st day of
March, 2008 by and among Ameren
Corporation ("Ameren"), a Missouri corporation; Ameren Services Company
("Ameren Services"), and Ameren
Development Company, each a Missouri
corporation and subsidiary company of Ameren; CILCORP Inc. (“CILCORP”), an
Illinois corporation and a subsidiary of Ameren; QST Enterprises Inc., an
Illinois corporation and a subsidiary of CILCORP; AmerenEnergy Resources Generating
Company, an Illinois corporation and a subsidiary of Central Illinois
Light Company, which is a subsidiary of CILCORP; Energy Risk Assurance Company,
a Vermont corporation and subsidiary of Ameren, Missouri Energy Risk Assurance
Company, LLC a Missouri limited liability company and a subsidiary of
Energy Risk Assurance Company; Ameren Energy Resources Company,
LLC, a Delaware limited liability company and subsidiary company of
Ameren; Ameren Energy Marketing
Company, Ameren Energy
Generating Company, Ameren Energy Fuels and Services
Company, and Illinois
Materials Supply Co., each an Illinois corporation and a subsidiary of
Ameren Energy Resources Company, LLC;    and AmerenEnergy Medina Valley Cogen,
L.L.C., an Illinois limited liability company and a subsidiary of Ameren
Energy Resources Company, L.L.C. (each a "Party" and collectively, the
"Parties").
  
 
 RECITALS
 
 WHEREAS,
Ameren and certain of the Parties named above are parties to the Ameren
System  Non-Regulated Subsidiary  Money Pool Agreement,
dated February 27, 2003, as amended  through July 3, 2006, pursuant to
which participants   from time to time make contributions to or
take loans from  the money pool in order to coordinate and provide for
the short-term cash and working capital requirements of participants
;
 
 WHEREAS,
Ameren has undertaken an internal corporate restructuring and has added and
eliminated various subsidiary companies;
 
 WHEREAS,
Ameren wishes to amend, restate and replace the Ameren  Non-Regulated
Subsidiary Money Pool Agreement, as amended, in order to remove certain
subsidiaries  that are no longer in existence, and add certain direct
and indirect subsidiaries of Ameren as money pool participants in order to
coordinate and provide for their short-term cash and working capital
requirements, and to make certain associated changes;
  NOW
THEREFORE, in consideration of the premises, and the mutual promises set forth
herein, the Parties hereto agree as follows:
 
 ARTICLE
I
 CONTRIBUTIONS
AND LOANS
 
 Section
1.1  Contributions to
Non-Regulated Subsidiary Money Pool.  Each Party will determine
each day, on the basis of cash flow projections and other relevant factors, in
such Party's sole discretion, the amount of funds it has available for
contribution to the Non-Regulated Subsidiary Money Pool, and will contribute
such funds to the Non-Regulated Subsidiary Money Pool.  The
determination of whether a Party at any time has surplus funds to contribute to
the Non-Regulated Subsidiary Money Pool or shall contribute funds to the
Non-Regulated Subsidiary Money Pool will be made by an appropriate officer of
such Party, or by a designee thereof, on the basis of cash flow
   2
  projections
and other relevant factors, in such Party's sole discretion.  Each
Party may withdraw any of its funds at any time upon notice to Ameren Services
as administrative agent of the Non-Regulated Subsidiary Money
Pool.   No contributions to the Non-Regulated Subsidiary Money
Pool will be made by Ameren Services.
 
 Section
1.2  Rights
to Loans.  (a)  Subject to the provisions set forth
in this clause (a) and in Section 1.4(b) below, all short-term borrowing needs
of the Parties  may be met by funds in the Non-Regulated Subsidiary
Money Pool to the extent such funds are available.  Each Party shall
have the right to request loans from the Non-Regulated Subsidiary Money Pool
from time to time, subject to the availability of funds and the limitations and
conditions set forth herein.  Each Party may request loans from the
Non-Regulated Subsidiary Money Pool from time to time during the period from the
date hereof until this Agreement is terminated by written agreement of the
Parties; provided, however, that the aggregate amount of all loans requested by
any Party hereunder shall not exceed the borrowing limits set forth in any
applicable orders of the Securities and Exchange Commission and other regulatory
authorities, resolutions of such Party's shareholders and Board of Directors or
similar governing body, such Party's governing corporate documents, and
agreements binding upon such Party.  No Party shall be obligated to
borrow from the Non-Regulated Subsidiary Money Pool if lower cost funds can be
obtained from external borrowing.
 
 (b)   Subject
to receipt of any necessary regulatory approval, other non-regulated affiliates
of Ameren may enter into this Agreement under the same terms and conditions by
amendment executed by the affiliate and Ameren Services as administrative
agent.
 
 Section
1.3  Source
of Funds.  (a) Funds will be available through the
Non-Regulated Subsidiary Money Pool from the following sources for use by the
Parties from time to time:  (i) surplus funds in the treasuries of
Parties other than Ameren Services (“Internal Sources”), and (ii) proceeds from
commercial paper issuances, bank borrowings or other external borrowing
arrangements by Parties other than Ameren Services ("External Sources"), in each
case to the extent permitted by applicable laws and regulatory
orders.  Funds will be made available from such sources in such order
as Ameren Services, as administrative agent of the Non-Regulated Subsidiary
Money Pool, may determine will result in a lower cost of funds to Parties
borrowing from the Non-Regulated Subsidiary Money Pool, consistent with the
individual borrowing needs and financial standing of the Parties contributing
funds to the Non-Regulated Subsidiary Money Pool.
 
 (b)  Borrowing
Parties will be deemed to have borrowed pro rata from each Party that has
contributed funds to the Non-Regulated Subsidiary Money Pool in the proportion
that the total amount then contributed to the Non-Regulated Subsidiary Money
Pool by such Party bears to the total amount then contributed to the
Non-Regulated Subsidiary Money Pool by all Parties.  On any day when
more than one source of funds (e.g., funds from Internal Sources and funds from
External Sources), with different rates of interest, are used to fund loans
through the Non-Regulated Subsidiary Money Pool, each
   3
  borrowing
Party will borrow pro rata from each such source of funds in the Non-Regulated
Subsidiary Money Pool in the same proportion that the amount of funds provided
by that funding source bears to the total amount of short-term funds available
in the Non-Regulated Subsidiary Money Pool.
 
 Section
1.4  Authorization.  (a)  Each
contribution to the Non-Regulated Subsidiary Money Pool shall be authorized by
the contributing Party's President, Treasurer, or Assistant Treasurer, or by a
designee thereof.
 
 (b)  All
borrowings from the Non-Regulated Subsidiary Money Pool shall be authorized by
the borrowing Party's President, Treasurer, Assistant Treasurer, or by a
designee thereof.  Disbursement requests signed by a Party's
President, Treasurer, Assistant Treasurer, or designee thereof shall be
considered as authorization for borrowing hereunder.
 
 Section
1.5  Interest.  Each
Party receiving a loan shall accrue interest monthly on the unpaid principal
amount of such loan from the Non-Regulated Subsidiary Money Pool from the date
of such loan until such principal amount shall be paid in full.
 
 (a)  If
only funds from Internal Sources comprise the funds available in the
Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of
such funds from Internal Sources shall be the CD yield equivalent of the 30-day
Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
“Composite Rate”) (or, if no such Composite Rate is established for that day,
then the applicable rate shall be the Composite Rate for the next preceding day
for which such Composite Rate was established).
 
 (b)  If
only funds from External Sources comprise the funds available in the
Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of
such funds from External Sources shall be equal to the lending Party's cost for
such funds from External Sources (or, if more than one Party had made available
funds from External Sources on such day, the applicable interest rate shall be a
blended rate, equal to the weighted average of the cost incurred by the
respective Parties for such funds from External Sources).
 
 (c)  In
cases where funds from both Internal Sources and External Sources are
concurrently borrowed through the Non-Regulated Subsidiary Money Pool, the rate
applicable to all loans comprised of such "blended" funds shall be a blended
rate, equal to the weighted average of the (i) cost of all funds contributed by
Parties from Internal Sources (as determined pursuant to Section 1.5(a) above)
and (ii) the cost of all such funds from External Sources (as determined
pursuant to Section 1.5(b) above); provided, that, notwithstanding Section
1.3(b) of this Agreement, in circumstances where funds from Internal Sources and
External Sources are available for loans through the Non-Regulated Subsidiary
Money Pool, loans may be made exclusively with funds from
   4
  Internal
Sources or External Sources, rather than from a "blend" of such funds, to the
extent it is expected that such loans would result in a lower cost of
borrowing.
 
 Section
1.6  Certain
Costs.  The cost of compensating balances and/or fees paid to
banks or other institutions to maintain credit facilities by Parties
contributing funds from External Sources to the Non-Regulated Subsidiary Money
Pool shall initially be paid by the Party maintaining such
facilities.  A portion of such costs shall periodically be allocated
to the Parties borrowing such funds from External Sources through the
Non-Regulated Subsidiary Money Pool on a fair and equitable basis.
 
 Section
1.7  Repayment.  Each
Party receiving a loan hereunder shall repay the principal amount of such loan,
together with all interest accrued thereon, on demand and in any event within
one year of the date on which such loan was made.  All loans made
through the Non-Regulated Subsidiary Money Pool may be prepaid by the borrowing
Party without premium or penalty.
 
 Section
1.8  Form of
Loans to Parties.  Loans to Parties through the Non-Regulated
Subsidiary Money Pool will be made pursuant to open-account advances, repayable
upon demand; provided, that each Party contributing funds shall at all times be
entitled to receive upon demand one or more promissory notes evidencing any and
all loans made by the Non-Regulated Subsidiary Money Pool.  Any such
note shall:  (a) be dated as of the date of the initial borrowing, (b)
mature on demand or on a date agreed to by the Parties to the transaction, but
in any event not later than one year after the date of the applicable borrowing,
and (c) be prepayable in whole at any time or in part from time to time, without
premium or penalty.
 ARTICLE
II
 OPERATION
OF NON-REGULATED SUBSIDIARY MONEY POOL
 
 Section
2.1  Operation.  Operation
of the Non-Regulated Subsidiary Money Pool, including record keeping and
coordination of contributions and loans, will be handled by Ameren Services
under the authority of the appropriate officers of the
Parties.  Ameren Services shall be responsible for the determination
of all applicable interest rates and charges to be applied to contributions to
and loans from the Non-Regulated Subsidiary Money Pool at any time hereunder,
shall maintain records of all such contributions and loans, interest charges and
accruals and interest and principal payments for purposes hereof, and shall
prepare periodic reports thereof for the Parties.  Ameren Services
will administer the Non-Regulated Subsidiary Money Pool on an "at cost"
basis.  Separate records shall be kept by Ameren Services for the
Non-Regulated Subsidiary Money Pool established by this Agreement and any other
money pool administered by Ameren Services.
 
 Section
2.2  Investment of Surplus Funds
in the Non-Regulated Subsidiary Money Pool.  Funds not required
to meet Non-Regulated Subsidiary Money Pool loans (with the
   5
  exception
of funds required to satisfy the Non-Regulated Subsidiary Money Pool's liquidity
requirements) will ordinarily be invested in one or more short-term investments,
including:  (i) interest-bearing accounts with banks; (ii) obligations
issued or guaranteed by the U.S. government and/or its agencies and
instrumentalities, including obligations under repurchase agreements; (iii)
obligations issued or guaranteed by any state or political subdivision thereof,
provided that such obligations are rated not less than A by a nationally
recognized rating agency; (iv) commercial paper rated not less than A-1 or P-1
or their equivalent by a nationally recognized rating agency; (v) money market
funds; (vi) bank certificates of deposit and bankers acceptances; (vii)
Eurodollar certificates of deposit or time deposits;  (viii)
investment grade medium term notes, variable rate demand notes and variable rate
preferred stock; and (ix) such other investments as are permitted by law and
selected by Ameren Services and not objected to by any Party.
 
 Section
2.3  Allocation of Interest
Income and Investment Earnings.  The interest income and other
investment income earned by the Non-Regulated Subsidiary Money Pool on loans to
Parties and on investment of surplus funds will be allocated among the Parties
making contributions in accordance with the proportion each Party's contribution
of funds to the Non-Regulated Subsidiary Money Pool bears to the total amount of
funds contributed to the Non-Regulated Subsidiary Money Pool and the cost of any
External Sources contributed to the Non-Regulated Subsidiary Money Pool by such
Party.  Interest and other investment earnings will be computed on a
daily basis and settled once per month.
 
 Section
2.4  Event
of Default.  If any Party shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors, or
any proceeding shall be instituted by or against any Party seeking to adjudicate
it a bankrupt or insolvent, then the other Parties may declare the unpaid
principal amount of any loans to such Party, and all interest thereon, to be
forthwith due and payable and all such amounts shall forthwith become due and
payable.
 
 
 ARTICLE
III
 MISCELLANEOUS
 
 Section
3.1  Amendments,
Waivers.  Except as provided for in Section 1.2(b), this
Agreement may not be modified or amended in any respect except in writing
executed by the Parties.  No provision of this Agreement shall be
deemed waived unless such wavier is set forth in writing and executed by the
Party making such waiver.
 
 Section
3.2  Legal
Responsibility.  Nothing herein contained shall render any
Party liable for the obligations of any other Party hereunder and the rights,
obligations and liabilities of the Parties are several in accordance with their
respective obligations, and not joint.
  
 6
 Section
3.3  Governing
Law.  This Agreement shall be governed by,
 and
construed in accordance with, the laws of the State of Missouri.
  IN
WITNESS WHEREOF, the undersigned companies have duly caused this Agreement to be
signed on their behalf on the date first written above by the undersigned
thereunto duly authorized.
 
 
 AMEREN
CORPORATION
 
 
 By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 
 AMEREN
SERVICES COMPANY
 
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 AMEREN
DEVELOPMENT COMPANY
 
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 CILCORP
INC.
 
 
 By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 
 
 7
 
 
 QST
ENTERPRISES INC.
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 .
 AMERENENERGY
RESOURCES GENERATING COMPANY, f/n/a
 CENTRAL
ILLINOIS GENERATION, INC
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 ENERGY
RISK ASSURANCE COMPANY
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 MISSOURI
ENERGY RISK ASSURANCE COMPANY
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 AMEREN
ENERGY RESOURCES COMPANY, LLC
 
 By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 8
  AMEREN
ENERGY MARKETING COMPANY
   By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
  AMEREN
ENERGY GENERATING COMPANY
 
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 AMEREN
ENERGY FUELS AND SERVICES COMPANY
 
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 ILLINOIS
MATERIALS SUPPLY CO.
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer
 
 AMERENENERGY
MEDINA VALLEY COGEN, L.L.C.
  By /s/ Jerre E.
Birdsong
 Name:  Jerre
E. Birdsong
 Title:    Vice
President and Treasurer