Exhibit
4.2


Company Order


 


June 19, 2008


 


The Bank of New York


101 Barclay Street


Floor 21W


New York, New York 10286


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York, a New York banking corporation, as trustee (the “Trustee”),
under the Indenture dated as of August 15, 2002 (the “Indenture”), between
Union Electric Company, a Missouri corporation (the “Company”), and the Trustee
for the authentication and delivery of $450,000,000 aggregate principal amount
of the Company’s 6.70% Senior Secured Notes due 2019 (the “Notes”), pursuant to
the provisions of Article II of the Indenture.  So long as any of the Notes of this Series are
outstanding, the Company will not optionally redeem, purchase or otherwise
retire in full its outstanding First Mortgage Bonds, and, therefore, the
Release Date will not occur.  Additional
Notes without limitation as to amount, and without the consent of the holders
of the then Outstanding Notes, may also be authenticated and delivered in the
manner provided in Section 2.05 of the Indenture.  All capitalized terms not defined herein
which are defined in the Indenture shall have the same meaning as used in the
Indenture.


 


In connection with this
Company Order, there are delivered to you herewith the following:


 


1.     Certified copies
of the resolutions adopted by the Board of Directors of the Company authorizing
this Company Order and the issuance and sale of the Notes by the Company
pursuant to Section 2.05(c)(1) of the Indenture;


 


2.     Opinions of
Counsel addressed to you or in which it is stated that you may rely pursuant to
Section 2.05(c)(2) of the Indenture;


 


3.     Expert’s
certificate pursuant to Section 2.05(c)(3) of the Indenture;


 


4.     Officers’
Certificate pursuant to Section 2.05(c)(4) of the Indenture;


 


5.     A Global Note
representing the Notes and, pursuant to Section 2.05(c) of the
Indenture, specifying the terms of the Notes (which terms are incorporated by
reference herein) executed on behalf of the Company in accordance with the
terms of Section 2.05(a) of the Indenture; and


 

















 


6.     Pursuant to Section 2.05(c)(3) of
the Indenture, the Company’s First Mortgage Bonds designated “First Mortgage
Bonds, Senior Notes Series MM” (the “First Mortgage Bonds”) in the
principal amount of $450,000,000 relating to the Notes, fully registered in the
name of the Trustee in trust for the benefit of the Holders from time to time
of such Notes.


 


You are hereby instructed
to authenticate the Global Note representing the Notes and hold it as The
Depository Trust Company’s (“DTC”) custodian. 
The Global Note representing the Notes is to be held for delivery
through the facilities of DTC to Barclays Capital Inc., BNY Mellon Capital
Markets, LLC and J.P. Morgan Securities Inc., on behalf of the several
underwriters thereof, against payment therefor at the closing in respect of the
sale thereof, such closing to be held at 10:00 a.m., New York time, June 19,
2008, at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New
York, NY 10036.


 

















 


Please acknowledge
receipt of the Global Note representing the Notes, the instructions referred to
above and the supporting documentation pursuant to the Indenture referred to
above.


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Union Electric Company

  	
   

  
	
   

  	
  (d/b/a AmerenUE)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title: 

  	
  Vice President and
  Treasurer

  
						



 

















 


Receipt from the
Company of the Global Note representing the Notes, certain instructions related
thereto and the supporting documentation pursuant to the Indenture, including
the First Mortgage Bonds in trust for the benefit of the Holders in connection
with the authentication and delivery of the Notes is hereby acknowledged.


 


	
   

  	
  The
  Bank of New York,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  H. William Weber

  
	
   

  	
   

  	
  Name:

  	
  H. William Weber

  
	
   

  	
   

  	
  Title:

  	
  Vice President