Exhibit 4.9



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                        FIRST AMENDMENT TO LOAN AGREEMENT



                          Dated as of February 1, 2004

                                     Between

         STATE ENVIRONMENTAL IMPROVEMENT AND ENERGY RESOURCES AUTHORITY



                                       and



                      UNION ELECTRIC COMPANY, DBA AMERENUE
                  ---------------------------------------------
                     Supplementing and amending that certain
                                 Loan Agreement
                          dated as of December 1, 1991


                                   $42,585,000
         State Environmental Improvement and Energy Resources Authority
                Environmental Improvement Revenue Refunding Bonds
                        (Union Electric Company Project)
                                   Series 1991
                  ---------------------------------------------






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<PAGE>


                        FIRST AMENDMENT TO LOAN AGREEMENT
                            ------------------------


                                TABLE OF CONTENTS

  (This Table of Contents is not a part of the First Amendment to Loan Agreement
                  and is only for convenience of reference.)

<TABLE>
<CAPTION>


SECTION                                                HEADING                                                  PAGE
<S>     <C>               <C>
ARTICLE I                  DEFINITIONS............................................................................1

       Section 1.01.       Definitions of Terms...................................................................1

ARTICLE II                 AMENDMENTS TO ORIGINAL AGREEMENT.......................................................2

       Section 2.01.       Amendments to Article V of the Original Agreement......................................2
       Section 2.02.       Amendments to Article VI of the Original Agreement.....................................4
       Section 2.03.       Amendment to Section 9.1 of the Original Agreement.....................................4

ARTICLE III                MISCELLANEOUS..........................................................................5

       Section 3.01.       Agreement Confirmed....................................................................5
       Section 3.02.       Severability...........................................................................5
       Section 3.03.       Counterparts...........................................................................5
       Section 3.04.       Applicable Provisions of Law...........................................................5
       Section 3.05.       Effective Date.........................................................................5

</TABLE>

                                       i


<PAGE>



                        FIRST AMENDMENT TO LOAN AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "First Amendment") is made and
entered into as of February 1, 2004 between the STATE ENVIRONMENTAL  IMPROVEMENT
AND ENERGY  RESOURCES  AUTHORITY of the State of Missouri,  a body corporate and
politic  and a  governmental  instrumentality  of the  State  of  Missouri  (the
"Issuer"),  and UNION ELECTRIC COMPANY, a Missouri corporation doing business as
AMERENUE (the "Company"):


                                   WITNESSETH:

     WHEREAS,   on  December  17,  1991  the  Issuer  issued  its  Environmental
Improvement Revenue Refunding Bonds (Union Electric Company Project) Series 1991
(the "Bonds") in the original aggregate principal amount of $42,585,000 pursuant
to an Indenture of Trust dated as of December 1, 1991 (the "Original Indenture")
by and between the Issuer and UMB Bank & Trust,  N.A.,  successor to  Mercantile
Bank of St. Louis National Association (the "Trustee"); and

     WHEREAS,  in connection with the issuance of the Bonds,  the Issuer and the
Company  executed and delivered the Loan Agreement  dated as of December 1, 1991
by and between the Issuer and the Company (the "Original Agreement"); and

     WHEREAS,  the  Original  Indenture  is being  amended  and  restated as the
Amended and Restated Indenture of Trust of even date herewith in order to secure
the Bonds with additional  collateral,  i.e., the Bond Insurance  Policy and the
Company's First Mortgage Bonds; and

     WHEREAS,  Section 11.02 of the Original  Indenture provides that the Issuer
and the  Company  may,  with  the  consent  of the  Bondholders,  enter  into an
agreement  supplemental  to the  Original  Agreement  and  Section  10.4  of the
Original Agreement  provides that such supplemental  agreement is subject to the
written consent of the Trustee; and

     WHEREAS,  the  Issuer  and the  Company  desire to enter  into  this  First
Amendment,  as permitted by Section 11.02 of the Original  Indenture and Section
10.4 of the Original Agreement, in order to amend the Original Agreement to make
certain  changes  relating  to  the  amendments  being  made  to  the  Indenture
concurrently herewith;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants herein set forth, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     Section  1.01.  Definitions  of  Terms.  For all  purposes  of  this  First
Amendment, in addition to the terms defined above in the WHEREAS clauses, unless
the context clearly  requires

<PAGE>

otherwise,  all  terms  defined  in  Article  I of the  Indenture  have the same
meanings in this First Amendment.


                                   ARTICLE II

                        AMENDMENTS TO ORIGINAL AGREEMENT

     Section 2.01. Amendments to Article V of the Original Agreement.  (a) There
is  hereby  added a new  paragraph  to the end of  Section  5.1 of the  Original
Agreement to read as follows:

                    "The  Company  agrees to make all  payments  when due on the
               First  Mortgage  Bonds.  If for any  reason  amounts  paid to the
               Trustee on the First Mortgage  Bonds,  together with other moneys
               held by the Trustee and available for that purpose,  would not be
               sufficient  to make the  corresponding  payments of principal of,
               premium,  if any, and interest on the Bonds corresponding to such
               First Mortgage  Bonds when such payments  become due, the Company
               will pay the  amounts  required  from time to time to make up any
               such deficiency."

          (b)  Section 5.5,  Section 5.6 and Section 5.7 are hereby added to the
               end of Article V of the Original Agreement to read as follows:

                    "Section  5.5.  First  Mortgage  Bonds.  The  Company  shall
               execute  and deliver to the  Trustee,  as assignee of the Issuer,
               its First  Mortgage  Bonds.  The form of the First Mortgage Bonds
               will be substantially as set forth in the Company's  Supplemental
               Indenture to its Mortgage  executed and  delivered to the Trustee
               on the effective date of this First Amendment."

                    "Section  5.6.  Payment  of the Bonds from  Payments  of the
               First Mortgage Bonds and Other Amounts. Payments of principal of,
               and premium, if any, and interest on, the First Mortgage Bonds by
               the Company to the  Trustee,  as  assignee  of the Issuer,  shall
               constitute  payments  of such  amounts on the loan under  Section
               5.1(a).  The Bonds  shall be payable  from  payments  made by the
               Company to the  Trustee of  principal  and  interest on the First
               Mortgage Bonds delivered  hereunder.  Payments of principal of or
               premium, if any, or interest on, the Bonds with moneys held under
               the  Indenture  for  such  payment  shall  be  deemed  to be like
               payments  with  respect  to  the  First   Mortgage   Bonds.   The
               obligations  of the  Company  to make  payments  under  the First
               Mortgage Bonds shall be absolute and unconditional.  Whenever the
               Bonds are  redeemable in whole or in part, the Issuer will redeem
               the  same  upon  the  request  of the  Company,  and the

                                      -2-

<PAGE>

               Company  covenants  and  agrees  to pay an  amount  equal  to the
               applicable  redemption  price  of the  Bonds as a  prepayment  of
               principal of and interest due on the First Mortgage Bonds. If the
               Company   prepays  the  First  Mortgage   Bonds,   the  Company's
               obligations under Section 5.1 will be satisfied and there will be
               a  corresponding  redemption  of the Bonds.  Whenever  payment or
               provision  therefor has been made in respect of the  principal of
               or interest on all or any portion of the Bonds in accordance with
               the  Indenture   (whether  at  maturity  or  upon  redemption  or
               acceleration),  the First  Mortgage Bonds shall be deemed paid to
               the extent such payment or  provision  therefor has been made and
               is  considered  to be a payment of  principal  or interest on the
               Bonds.  If the Bonds or any portion  thereof  are thereby  deemed
               paid in full, First Mortgage Bonds in a principal amount equal to
               the  principal  amount of the Bonds so deemed to be paid shall be
               cancelled  and returned to the Company.  Subject to the foregoing
               or unless the  Company is  entitled  to a credit  under this Loan
               Agreement or the  Indenture,  all  payments  shall be in the full
               amount required under the First Mortgage Bonds.

                    The Issuer, by the terms of the Indenture, shall require the
               Trustee to notify in writing the Mortgage Trustee of all payments
               or credits with respect to the First Mortgage Bonds.

                    All First  Mortgage  Bonds shall equally and ratably  secure
               all outstanding Bonds."

                    "Section  5.7.   Assignment  of  Issuer's  Rights  to  First
               Mortgage  Bonds.  As security  for the payment of its Bonds,  the
               Issuer  hereby  pledges  and  assigns  to the  Trustee  the First
               Mortgage Bonds and the right to receive payments thereunder.  The
               Issuer directs the Company, and the Company agrees, to pay to the
               Trustee at its principal  corporate  trust office all payments on
               the First Mortgage  Bonds,  and other payments due and payable to
               the Trustee hereunder. The Company will make payments directly to
               the Trustee  without  defense or set-off by reason of any dispute
               between the  Company  and the  Trustee or the Issuer.  The Issuer
               hereby  agrees that the  Trustee as assignee  may enforce any and
               all rights and remedies hereunder,  but retains the right to also
               proceed in its own name  against the Company for the  enforcement
               of the  specific  performance  of any  obligation  of the Company
               under  Sections  5.2,  7.2 and  9.3;  provided,  that in any such
               action  seeking  specific  performance,  the Issuer shall have no
               rights with respect to the First Mortgage Bonds and in such event
               the  obligation  of the Company to make the payments  required to
               repay the loan hereunder and the purchase price for the Bonds and
               payments

                                      -3-

               required   under   the  First   Mortgage   Bonds   shall   remain
               unconditional as provided in Section 5.4.

                    The Issuer and the Company covenant and agree that the First
               Mortgage Bonds will at all times be (i) in fully registered (both
               principal and interest)  form; (ii) registered in the name of the
               Trustee;  (iii)  non-transferable   except  as  provided  in  the
               Mortgage;  and (iv) appropriately  marked to indicate clearly the
               restrictions  on  the  transfer  thereof  imposed  by  this  Loan
               Agreement."

        Section 2.02. Amendments to Article VI of the Original Agreement. (a)
Clause (b)(i) of Section 6.1 of the Original Agreement is hereby amended to read
as follows:

                    "(b) (i) the surviving, resulting or transferee legal entity
               is organized and existing under the laws of the United States,  a
               state  thereof  or the  District  of  Columbia,  and  (if not the
               Company)  assumes in writing all the  obligations  of the Company
               under this Loan  Agreement,  the Mortgage and the First  Mortgage
               Bonds and"

          (b)  Section 6.7 of the Original Agreement is hereby deleted.

          Section 2.03. Amendment to Section 9.1 of the Original Agreement.  (a)
The first  paragraph of Section 9.1 of the Original  Agreement is hereby amended
to read as follows:

                    "Whenever  any  Event of  Default  under the  Indenture  has
               occurred and is continuing,  the Trustee may take whatever action
               may appear  necessary or  desirable to collect the payments  then
               due and to become due or to enforce  performance of any agreement
               of the Company in this Loan  Agreement  or in the First  Mortgage
               Bonds."

          (b)  The last  paragraph of Section 9.1 of the  Original  Agreement is
hereby amended to read as follows:

                    "Except as may  otherwise  be provided  under the  Mortgage,
               nothing in this Loan  Agreement  shall be construed to permit the
               Issuer,  the  Trustee,  any  Bondholder  or any  receiver  in any
               proceeding  brought under the Indenture to take  possession of or
               exclude the Company from  possession  of the Project by reason of
               the occurrence of an Event of Default."

                                      -4-

<PAGE>

                                   ARTICLE III

                                  MISCELLANEOUS

     Section  3.01.  Agreement  Confirmed.  Except  as  amended  by  this  First
Amendment,  all of the provisions of the Original Agreement shall remain in full
force and effect,  and from and after the effective date of this First Amendment
shall be deemed to have been amended as herein set forth.

     Section 3.02. Severability.  If any provision of this First Amendment shall
be held or deemed to be or shall,  in fact, be inoperative or  unenforceable  as
applied in any particular case in any  jurisdiction or  jurisdictions  or in all
jurisdictions,  or in all cases because it conflicts with any other provision or
provisions  hereof or any  constitution or statute or rule of public policy,  or
for any other reason,  such circumstances shall not have the effect of rendering
the  provision in question  inoperative  or  unenforceable  in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatever.

     Section 3.03.  Counterparts.  This First  Amendment  may be  simultaneously
executed in several counterparts,  each of which shall be an original and all of
which shall constitute but one and the same instrument.

     Section 3.04.  Applicable  Provisions of Law. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Missouri.

     Section 3.05.  Effective Date. This First Amendment shall become  effective
on the date the Trustee has received the consent of the Trustee to the execution
hereof.

                                      -5-


<PAGE>




     IN WITNESS  WHEREOF,  the Issuer and the  Company  have  caused  this First
Amendment to be executed in their respective corporate names, and the Issuer has
caused its seal to be  hereunto  affixed  and  attested  by its duly  authorized
officer, all as of the date first above written.

                                        STATE ENVIRONMENTAL IMPROVEMENT AND
                                           ENERGY RESOURCES AUTHORITY



                                        By:  /s/ Charles D. Banks
                                           -------------------------------------
                                                            Chairman

[SEAL]

ATTEST:


By:  /s/ Deron L. Cherry
   -------------------------------
                  Secretary

                                        UNION ELECTRIC COMPANY, DBA AMERENUE



                                        By:  /s/ Jerre E. Birdsong
                                           -------------------------------------
                                           Title:  Vice President and Treasurer


                                      -6-

<PAGE>






                             CONSENT OF THE TRUSTEE

     Pursuant  to  Section  10.4  of  the  Loan  Agreement   between  the  State
Environmental  Improvement  and  Energy  Resources  Authority  of the  State  of
Missouri (the "Issuer") and Union Electric Company dba AmerenUE (the "Company"),
dated as of December 1, 1991, UMB Bank & Trust, N.A.,  successor to State Street
Bank and Trust  Company of Missouri,  N.A., as Trustee,  hereby  consents to the
execution  and  delivery of the First  Amendment to Loan  Agreement  dated as of
February 1, 2004 between the Issuer and the Company.


                                    UMB BANK & TRUST, N.A., successor to State
                                      Street Bank and Trust Company of Missouri,
                                      N.A.



                                    By:  /s/ R.A. Dengler
                                       -----------------------------------------
                                       Its  Authorized Officer

Date:  March 26, 2004