Exhibit
4.4


 


	
  WHEN RECORDED

  
	
  MAIL TO:

  
	
   

  
	
  Gerald L. Waters

  
	
  Union Electric Company

  
	
  1901 Chouteau Avenue

  
	
  St. Louis, MO 61303

  



 


 


Executed in 35
Counterparts, No. 31 .


 


SUPPLEMENTAL INDENTURE


 


DATED JANUARY 1, 2005


 


UNION ELECTRIC COMPANY


 


TO


 


THE BANK OF NEW YORK,

AS TRUSTEE


 










 


(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE AND DEED OF
TRUST DATED JUNE 15, 1937, AS AMENDED, EXECUTED BY UNION ELECTRIC COMPANY TO THE
BANK OF NEW YORK, AS TRUSTEE)


 










 


First Mortgage Bonds,
Senior Notes

Series HH


 


This instrument was prepared by Steven R. Sullivan, Esq.,
Senior Vice President, General Counsel and Secretary of Union Electric Company,
1901 Chouteau Avenue, St. Louis, Missouri 63103, (314) 554-2098.


 





















 


SUPPLEMENTAL INDENTURE, dated the 1st day of January,
Two thousand and five (2005) made by and between UNION ELECTRIC COMPANY, a
corporation organized and existing under the laws of the State of Missouri
(hereinafter called the “Company”), party of the first part, and The Bank of
New York (successor trustee to Bank of America, National Association, formerly
Boatmen’s Trust Company), a bank existing under the laws of the State of New
York (hereinafter called the “Trustee”), as Trustee under the Indenture of
Mortgage and Deed of Trust dated June 15, 1937, hereinafter mentioned, party of
the second part:


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee its Indenture
of Mortgage and Deed of Trust, dated June 15, 1937, as amended May 1, 1941,
April 1, 1971, February 1, 1974, July 7, 1980, February 1, 2000 and
August 15, 2002 (said Indenture of Mortgage and Deed of Trust as so
amended, being hereinafter referred to as the “Original Indenture”), to secure
the payment of the principal of and the interest (and premium, if any) on all
bonds at any time issued and outstanding thereunder, and indentures
supplemental thereto dated June 15, 1937, May 1, 1941, March 17, 1942, April
13, 1945, April 27, 1945, October 1, 1945, April 11, 1947, April 13, 1949,
September 13, 1950, December 1, 1950, September 20, 1951, May 1, 1952, March 1,
1954, May 1, 1955, August 31, 1955, April 1, 1956, July 1, 1956, August 1,
1957, February 1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June
24, 1959, December 11, 1959, August 17, 1960, September 1, 1960, October 24,
1960, June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963, November
1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1, 1966, February
17, 1967, March 1, 1967, February 19, 1968, March 15, 1968, August 21, 1968,
April 7, 1969, May 1, 1969, September 12, 1969, October 1, 1969, March 26,
1970, April 1, 1970, June 12, 1970, January 1, 1971, April 1, 1971, September
15, 1971, December 3, 1973, February 1, 1974, April 25, 1974, February 3, 1975,
March 1, 1975, June 11, 1975, May 12, 1976, August 16, 1976, April 26, 1977,
October 15, 1977, November 7, 1977, December 1, 1977, August 1, 1978, October
12, 1979, November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980,
February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982, December
15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June 11, 1985, March
1, 1986, May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January
1, 1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1,
1993, February 18, 1993, May 1, 1993, August 1, 1993, October 1, 1993,  January 1, 1994, February 1, 2000, August 15,
2002, March 5, 2003, April 1, 2003, July 15, 2003, October 1, 2003, February 1,
2004 (eight separate indentures supplemental thereto), May 1, 2004 and September
1, 2004, respectively, have heretofore been entered into between the Company
and the Trustee; and


 


WHEREAS,
Bonds have heretofore been issued by the Company under the Original Indenture
as follows:


 


(1)           $80,000,000
principal amount of First Mortgage and Collateral Trust Bonds, 3 3/4% Series
due 1962, all of which have been redeemed prior to the date of the execution
hereof;


 


(2)           $90,000,000
principal amount of First Mortgage and Collateral Trust Bonds, 3 3/8% Series
due 1971, which are described in the Supplemental Indenture dated May 1, 1941
(hereinafter called the “Supplemental Indenture of May 1, 1941”), all of which
have been paid at maturity prior to the date of the execution hereof;


 





















 


(3)           $13,000,000
principal amount of First Mortgage and Collateral Trust Bonds, 2 3/4% Series
due 1975 (herein called the “Bonds of 1975 Series”), which are described in the
Supplemental Indenture dated October 1, 1945 (hereinafter called the “Supplemental
Indenture of October 1, 1945”), all of which have been paid at maturity prior
to the date of the execution hereof;


 


(4)           $25,000,000
principal amount of First Mortgage and Collateral Trust Bonds, 2 7/8% Series
due 1980 (herein called the “Bonds of 1980 Series”), which are described in the
Supplemental Indenture dated December 1, 1950 (hereinafter called the “Supplemental
Indenture of December 1, 1950”), all of which have been paid at maturity prior
to the date of the execution hereof;


 


(5)           $30,000,000
principal amount of First Mortgage and Collateral Trust Bonds, 3 1/4% Series
due 1982 (herein called the “Bonds of 1982 Series”), which are described in the
Supplemental Indenture dated May 1, 1952 (hereinafter called the “Supplemental
Indenture of May 1, 1952”), all of which have been paid at maturity prior to
the date of the execution hereof;


 


(6)           $40,000,000
principal amount of First Mortgage Bonds, 3 3/4% Series due 1986 (herein called
the “Bonds of 1986 Series”), which are described in the Supplemental Indenture
dated July 1, 1956 (hereinafter called the “Supplemental Indenture of July 1,
1956”), all of which have been paid at maturity prior to the date of the
execution hereof;


 


(7)           $35,000,000
principal amount of First Mortgage Bonds, 4 3/8% Series due 1988 (herein called
the “Bonds of 1988 Series”), which are described in the Supplemental Indenture
dated March 1, 1958 (hereinafter called the “Supplemental Indenture of March 1,
1958”), all of which have been paid at maturity prior to the date of the
execution hereof;


 


(8)           $50,000,000
principal amount of First Mortgage Bonds, 4 3/4% Series due 1990 (herein called
the “Bonds of 1990 Series”), which are described in the Supplemental Indenture
dated September 1, 1960 (hereinafter called the “Supplemental Indenture of
September 1, 1960”), all of which have been paid at maturity prior to the date
of the execution hereof;


 


(9)           $30,000,000
principal amount of First Mortgage Bonds, 4 3/4% Series due 1991 (herein called
the “Bonds of 1991 Series”), which are described in the Supplemental Indenture
dated July 1, 1961 (hereinafter called the “Supplemental Indenture of July 1,
1961”), all of which have been paid at maturity prior to the date of the
execution hereof;


 


(10)         $30,000,000
principal amount of First Mortgage Bonds, 4 1/2% Series due 1993 (herein called
the “Bonds of 1993 Series”), which are described in the Supplemental Indenture
dated November 1, 1963 (hereinafter called the “Supplemental Indenture of
November 1, 1963”), all of which have been redeemed prior to the date of the
execution hereof;


 


(11)         $35,000,000
principal amount of First Mortgage Bonds, 4 1/2% Series due 1995 (herein called
the “Bonds of 1995 Series”), which are described in the Supplemental Indenture
dated April 1, 1965 (hereinafter called the “Supplemental Indenture of April 1,
1965”), all of which have been paid at maturity prior to the date of the
execution hereof;


 


2





















 


(12)         $30,000,000
principal amount of First Mortgage Bonds, 5 1/2% Series due 1996 (herein called
the “Bonds of 1996 Series”), which are described in the Supplemental Indenture
dated May 1, 1966 (hereinafter called the “Supplemental Indenture of May 1, 1966”),
all of which have been paid at maturity prior to the date of the execution
hereof;


 


(13)         $40,000,000
principal amount of First Mortgage Bonds, 5 1/2% Series due 1997 (herein called
the “Bonds of 1997 Series”), which are described in the Supplemental Indenture
dated March 1, 1967 (hereinafter called the “Supplemental Indenture of March 1,
1967”), all of which have been paid at maturity prior to the date of the
execution hereof;


 


(14)         $50,000,000
principal amount of First Mortgage Bonds, 7% Series due 1998 (herein called the
“Bonds of 1998 Series”), which are described in the Supplemental Indenture
dated March 15, 1968 (hereinafter called the “Supplemental Indenture of March
15, 1968”), all of which have been redeemed prior to the date of the execution
hereof;


 


(15)         $35,000,000
principal amount of First Mortgage Bonds, 7 3/8% Series due 1999 (herein called
the “Bonds of May 1999 Series”), which are described in the Supplemental
Indenture dated May 1, 1969 (hereinafter called the “Supplemental Indenture of
May 1, 1969”), all of which have been redeemed prior to the date of the
execution hereof;


 


(16)         $40,000,000
principal amount of First Mortgage Bonds, 8 1/4% Series due 1999 (herein called
the “Bonds of October 1999 Series”), which are described in the Supplemental
Indenture dated October 1, 1969 (hereinafter called the “Supplemental Indenture
of October 1, 1969”), all of which have been redeemed prior to the date of the
execution hereof;


 


(17)         $100,000,000
principal amount of First Mortgage Bonds, 9.95% Series due 1999 (herein called
the “Bonds of November 1999 Series”), which are described in the Supplemental
Indenture dated November 1, 1979 (hereinafter called the “Supplemental
Indenture of November 1, 1979”), all of which have been redeemed prior to the
date of the execution hereof;


 


(18)         $60,000,000
principal amount of First Mortgage Bonds, 9% Series due 2000 (herein called the
“Bonds of 2000 Series”), which are described in the Supplemental Indenture
dated April 1, 1970 (hereinafter called the “Supplemental Indenture of April 1,
1970”), all of which have been redeemed prior to the date of the execution
hereof;


 


(19)         $50,000,000
principal amount of First Mortgage Bonds, 7 7/8% Series due 2001 (herein called
the “Bonds of January 2001 Series”), which are described in the Supplemental
Indenture dated January 1, 1971 (hereinafter called the “Supplemental Indenture
of January 1, 1971”), all of which have been redeemed prior to the date of the
execution hereof;


 


(20)         $50,000,000
principal amount of First Mortgage Bonds, 7 5/8% Series due 2001 (herein called
the “Bonds of April 2001 Series”), which are described in the Supplemental


 


3





















 


Indenture
dated April 1, 1971 (hereinafter called the “Supplemental Indenture of April 1,
1971”), all of which have been redeemed prior to the date of the execution
hereof;


 


(21)         $60,000,000
principal amount of First Mortgage Bonds, 8 1/8% Series due 2001 (herein called
the “Bonds of October 2001 Series”), which are described in the Supplemental
Indenture dated September 15, 1971 (hereinafter called the “Supplemental
Indenture of September 15, 1971”), all of which have been redeemed prior to the
date of the execution hereof;


 


(22)         $70,000,000
principal amount of First Mortgage Bonds, 8 3/8% Series due 2004 (herein called
the “Bonds of 2004 Series”), which are described in the Supplemental Indenture
dated February 1, 1974 (hereinafter called the “Supplemental Indenture of
February 1, 1974”), all of which have been redeemed prior to the date of the
execution hereof;


 


(23)         $70,000,000
principal amount of First Mortgage Bonds, 10 1/2% Series due 2005 (herein
called the “Bonds of 2005 Series”), which are described in the Supplemental
Indenture dated March 1, 1975 (hereinafter called the “Supplemental Indenture
of March 1, 1975”), all of which have been redeemed prior to the date of the
execution hereof;


 


(24)         $70,000,000
principal amount of First Mortgage Bonds, 8 7/8% Series due 2006 (herein called
the “Bonds of 2006 Series”), which are described in the Supplemental Indenture
dated August 16, 1976 (hereinafter called the “Supplemental Indenture of August
16, 1976”), all of which have been redeemed prior to the date of the execution
hereof;


 


(25)         $27,085,000
principal amount of First Mortgage Bonds, 5.80% Environmental Improvement
Series 1977, which are described in the Supplemental Indenture dated October
15, 1977 (hereinafter called the “Supplemental Indenture of October 15, 1977”),
all of which have been redeemed prior to the date of the execution hereof;


 


(26)         $60,000,000
principal amount of First Mortgage Bonds, 8 5/8% Series due 2007 (herein called
the “Bonds of 2007 Series”), which are described in the Supplemental Indenture
dated December 1, 1977 (hereinafter called the “Supplemental Indenture of
December 1, 1977”), all of which have been redeemed prior to the date of the
execution hereof;


 


(27)         $55,000,000
principal amount of First Mortgage Bonds, 9.35% Series due 2008 (herein called
the “Bonds of 2008 Series”), which are described in the Supplemental Indenture
dated August 1, 1978 (hereinafter called the “Supplemental Indenture of August
1, 1978”), all of which have been redeemed prior to the date of the execution
hereof;


 


(28)         $60,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
1980, which are described in the Supplemental Indenture dated August 1, 1980
(hereinafter called the “Supplemental Indenture of August 1, 1980”), all of
which have been redeemed prior to the date of the execution hereof;


 


4





















 


(29)         $150,000,000
principal amount of First Mortgage Bonds, 15 3/8% Series due 1991 (herein
called the “Bonds of February 1991 Series”), which are described in the
Supplemental Indenture dated February 1, 1981 (hereinafter called the “Supplemental
Indenture of February 1, 1981”), all of which have been redeemed prior to the
date of the execution hereof;


 


(30)         $125,000,000
principal amount of First Mortgage Bonds, 15% Series due 1992 (herein called
the “Bonds of 1992 Series”), which are described in the Supplemental Indenture
dated September 1, 1982 (hereinafter called the “Supplemental Indenture of September
1, 1982”), all of which have been redeemed prior to the date of the execution
hereof;


 


(31)         $100,000,000
principal amount of First Mortgage Bonds, 13% Series due 2013 (herein called
the “Bonds of 2013 Series”), which are described in the Supplemental Indenture
dated March 1, 1983 (hereinafter called the “Supplemental Indenture of March 1,
1983”), all of which have been redeemed prior to the date of the execution
hereof;


 


(32)         $100,000,000
principal amount of First Mortgage Bonds, 9 3/8% Series due 2016 (herein called
the “Bonds of 2016 Series”), which are described in the Supplemental Indenture
dated March 1, 1986 (hereinafter called the “Supplemental Indenture of March 1,
1986”), all of which have been redeemed prior to the date of the execution
hereof;


 


(33)         $100,000,000
principal amount of First Mortgage Bonds, 8 7/8% Series due 1996 (herein called
the “Bonds of 1996 Series”), which are described in the Supplemental Indenture
dated May 1, 1986 (hereinafter called the “Supplemental Indenture of May 1,
1986”), all of which have been redeemed prior to the date of the execution
hereof;


 


(34)         $60,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
1990A, which are described in the Supplemental Indenture dated May 1, 1990 (hereinafter
called the “Supplemental Indenture of May 1, 1990”), all of which have been
redeemed prior to the date of the execution hereof;


 


(35)         $125,000,000
principal amount of First Mortgage Bonds, 8 3/4% Series due 2021 (herein called
the “Bonds of 2021 Series”), which are described in the Supplemental Indenture
dated December 1, 1991 (hereinafter called the “Supplemental Indenture of
December 1, 1991”), all of which have been redeemed prior to the date of the
execution hereof;


 


(36)         $75,000,000
principal amount of First Mortgage Bonds, 8.33% Series due 2002 (herein called
the “Bonds of 2002 Series”), which are described in the Supplemental Indenture
dated December 4, 1991 (hereinafter called the “Supplemental Indenture of
December 4, 1991”), all of which have been paid at maturity prior to the date
of the execution hereof;


 


(37)         $100,000,000
principal amount of First Mortgage Bonds, 7.65% Series due 2003 (herein called
the “Bonds of 2003 Series”), which are described in the Supplemental Indenture
dated January 1, 1992 (hereinafter called the “Supplemental


 


5





















 


Indenture
of January 1, 1992”), all of which have been paid at maturity prior to the date
of the execution hereof;


 


(38)         $204,000,000
aggregate principal amount of First Mortgage Bonds, consisting of $100,000,000
principal amount of 6 3/4% Series due 1999 and $104,000,000 principal amount of
8 1/4% Series due 2022 (herein called the “Bonds of 1999 Series” and “Bonds of
2022 Series”, respectively), which are described in the Supplemental Indenture
dated October 1, 1992 (hereinafter called the “Supplemental Indenture of
October 1, 1992”), of which the Bonds of 1999 Series have been paid at maturity
prior to the date of execution hereof and the Bonds of 2022 Series have been
redeemed prior to the date of the execution hereof;


 


(39)         $170,000,000
aggregate principal amount of First Mortgage Bonds, consisting of $85,000,000
principal amount of 7 3/8% Series due 2004 and $85,000,000 principal amount of
8% Series due 2022 (herein called the “Bonds of December 2004 Series” and “Bonds
of December 2022 Series”, respectively, which are described in the Supplemental
Indenture dated December 1, 1992, (hereinafter called the “Supplemental
Indenture of December 1, 1992”), of which the Bonds of December 2022 Series
have been redeemed prior to the date of the execution hereof and the Bonds of
December 2004 Series have been paid at maturity prior to the date of the
execution hereof;


 


(40)         $188,000,000
principal amount of First Mortgage Bonds, 6 7/8% Series due 2004 (herein called
the “Bonds of August 2004 Series”), which are described in the Supplemental
Indenture dated February 1, 1993 (hereinafter called the “Supplemental
Indenture of February 1, 1993”), all of which have been paid at maturity prior
to the date of the execution hereof;


 


(41)         $148,000,000
principal amount of First Mortgage Bonds, 6 3/4% Series due 2008 (herein called
the “Bonds of May 2008 Series”), which are described in the Supplemental
Indenture dated May 1, 1993 (hereinafter called the “Supplemental Indenture of
May 1, 1993”), all of which are outstanding at the date of the execution
hereof;


 


(42)         $75,000,000
principal amount of First Mortgage Bonds, 7.15% Series due 2023 (herein called
the “Bonds of 2023 Series”), which are described in the Supplemental Indenture
dated August 1, 1993 (hereinafter called the “Supplemental Indenture of August
1, 1993”), all of which have been redeemed prior to the date of the execution
hereof;


 


(43)         $44,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series 1993
(herein called the “Bonds of 2028 Series”), which are described in the
Supplemental Indenture dated October 1, 1993 (hereinafter called the “Supplemental
Indenture of October 1, 1993”), all of which are outstanding at the date of the
execution hereof;


 


(44)         $100,000,000
principal amount of First Mortgage Bonds, 7% Series due 2024 (herein called the
“Bonds of 2024 Series”), which are described in the Supplemental Indenture
dated January 1, 1994 (hereinafter called the “Supplemental Indenture of


 


6





















 


January
1, 1994”), all of which have been redeemed prior to the date of the execution
hereof;


 


(45)         $173,000,000
principal amount of First Mortgage Bonds, Senior Notes Series AA (herein called
the “Bonds of 2012 Series”), which are described in the Supplemental Indenture
dated August 15, 2002 (hereinafter called the “Supplemental Indenture of August
15, 2002”), all of which are outstanding at the date of the execution hereof;


 


(46)         $184,000,000
principal amount of First Mortgage Bonds, Senior Notes Series BB (herein called
the “Bonds of 2034 Series”), which are described in the Supplemental Indenture
dated March 5, 2003 (hereinafter called the “Supplemental Indenture of March 5,
2003”), all of which are outstanding at the date of the execution hereof;


 


(47)         $114,000,000
principal amount of First Mortgage Bonds, Senior Notes Series CC (herein called
the “Bonds of 2015 Series”), which are described in the Supplemental Indenture
dated April 1, 2003 (hereinafter called the “Supplemental Indenture of April 1,
2003”), all of which are outstanding at the date of the execution hereof;


 


(48)         $200,000,000
principal amount of First Mortgage Bonds, Senior Notes Series DD (herein called
the “Bonds of 2018 Series”), which are described in the Supplemental Indenture
dated July 15, 2003 (hereinafter called the “Supplemental Indenture of July 15,
2003”), all of which are outstanding at the date of the execution hereof;


 


(49)         $200,000,000
principal amount of First Mortgage Bonds, Senior Notes Series EE (herein called
the “Bonds of 2013 Series”), which are described in the Supplemental Indenture
dated October 1, 2003 (hereinafter called the “Supplemental Indenture of
October 1, 2003”), all of which are outstanding at the date of the execution
hereof;


 


(50)         $60,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004A, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004A Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(51)         $50,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004B, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004B Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(52)         $50,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004C, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004C Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(53)         $63,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004D, which are described in the Supplemental Indenture dated


 


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February
1, 2004 (hereinafter called the “Series 2004D Supplemental Indenture of
February 1, 2004”), all of which are outstanding at the date of the execution
hereof;


 


(54)         $63,500,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004E, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004E Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(55)         $60,000,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004F, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004F Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(56)         $42,585,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004G, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004G Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(57)         $47,500,000
principal amount of First Mortgage Bonds, Environmental Improvement Series
2004H, which are described in the Supplemental Indenture dated February 1, 2004
(hereinafter called the “Series 2004H Supplemental Indenture of February 1,
2004”), all of which are outstanding at the date of the execution hereof;


 


(58)         $104,000,000
principal amount of First Mortgage Bonds, Senior Notes Series FF (herein called
the “Bonds of 2014 Series”), which are described in the Supplemental Indenture
dated May 1, 2004 (hereinafter called the “Supplemental Indenture of May 1,
2004”), all of which are outstanding at the date of the execution hereof; and


 


(59)         $300,000,000
principal amount of First Mortgage Bonds, Senior Notes Series GG (herein called
the “Bonds of 2019 Series”), which are described in the Supplemental Indenture
dated September 1, 2004 (hereinafter called the “Supplemental Indenture of
September 1, 2004”), all of which are outstanding at the date of the execution
hereof;


 


and


 


WHEREAS,
the Company on August 31, 1955 acquired all of the properties of Union Electric
Power Company, the Subsidiary as defined in Article I of the Original
Indenture, upon the dissolution of the Subsidiary; the Company, by Supplemental
Indenture dated August 31, 1955, conveyed all of the properties so acquired
(other than property of the character defined as excepted property in the
granting clauses of the Original Indenture) to the Trustee upon the terms and
trusts in the Original Indenture and the indentures supplemental thereto set
forth for the equal and proportionate benefit and security of all present and
future holders of the Bonds and coupons issued and to be issued thereunder, all
the shares of stock of the Subsidiary were released from the lien of the
Original Indenture; and the Company became entitled to change the general
designation of the Bonds so as to omit the words “and Collateral Trust”; and


 


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WHEREAS,
the Articles of Incorporation of the Company were duly amended on April 23,
1956, to change its corporate name from “Union Electric Company of Missouri” to
“Union Electric Company”; and


 


WHEREAS,
the Articles of Agreement of the Trustee were duly amended effective on January
4, 1982 to change its corporate name from “St. Louis Union Trust Company” to “Centerre
Trust Company of St. Louis”, and further amended on December 9, 1988, to change
its corporate name from “Centerre Trust Company of St. Louis” to “Boatmen’s
Trust Company”; and


 


WHEREAS,
that on March 13, 1998, Boatmen’s Trust Company merged into NationsBank,
National Association and effective July 5, 1999, changed its name to Bank of
America, National Association; and


 


WHEREAS,
that on February 1, 2000, The Bank of New York, as transferee of the corporate
trust business of Bank of America, National Association (formerly known as
Boatmen’s Trust Company), Trustee under the Original Indenture, became
successor Trustee under the Original Indenture; and


 


WHEREAS,
the Company is entitled at this time to have authenticated and delivered
additional Bonds on the basis of “refundable bonds” upon compliance with and
pursuant to the provisions of Section 6 of Article III of the Original Indenture;
and


 


WHEREAS,
the Company has entered into an Indenture dated as of August 15, 2002 (the “Senior
Note Indenture”) with The Bank of New York, as trustee (the “Senior Note
Trustee”) providing for the issuance from time to time of senior notes
thereunder; and


 


WHEREAS,
the Company desires by this Supplemental Indenture to provide for the creation
of, and the issuance to the Senior Note Trustee of, a new series of Bonds under
the Original Indenture as security for $85,000,000 aggregate principal amount
of the Company’s 5.00% Senior Secured Notes due 2020 (the “Senior Notes”)  to be issued under the Senior Note Indenture,
to have the designation provided in Article I, Section 1 hereof (herein called
the “New Bonds”), and the Original Indenture provides that certain terms and
provisions, as determined by the Board of Directors of the Company, of the
Bonds of any particular series may be expressed in and provided by the
execution of an appropriate supplemental indenture; and


 


WHEREAS,
the Original Indenture provides that the Company and the Trustee may enter into
indentures supplemental to the Original Indenture specifically to convey,
transfer and assign to the Trustee and to subject to the lien of the Original
Indenture additional properties acquired by the Company; and


 


WHEREAS,
the Company, in the exercise of the powers and authority conferred upon and
reserved to it under the provisions of the Original Indenture and pursuant to
appropriate resolutions of the Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a Supplemental Indenture
in the form hereof for the purposes herein provided; and


 


WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture a
valid, binding and legal instrument have been done, performed and fulfilled and
the execution and delivery hereof have been in all respects duly authorized;


 


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NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


That, in consideration of
the premises and of the mutual covenants herein contained and of the acceptance
of this trust by the Trustee and of the sum of One Dollar duly paid by the
Trustee to the Company at or before the time of the execution of this
Supplemental Indenture, and of other valuable considerations, the receipt
whereof is hereby acknowledged, and in order further to secure the payment of
the principal of and interest (and premium, if any) on all Bonds at any time
issued and outstanding under the Original Indenture, according to their tenor
and effect, and to secure the Senior Notes, the Company has executed and
delivered this Supplemental Indenture and has granted, bargained, sold,
warranted, aliened, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed and by these presents does grant,
bargain, sell, warrant, alien, remise, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto The Bank of New York, as Trustee,
and to its successors in trust under the Original Indenture forever, all and
singular the following described properties (in addition to all other
properties heretofore subjected to the lien of the Original Indenture and not
heretofore released from the lien thereof) - that is to say:


 


FIRST.


 


ALL power houses, plants,
buildings and other structures, dams, dam sites, substations, heating plants,
gas works, holders and tanks, together with all and singular the electric,
heating, gas and mechanical appliances appurtenant thereto of every nature
whatsoever, now owned by the Company, including all and singular the machinery,
engines, boilers, furnaces, generators, dynamos, turbines and motors, and all
and every character of mechanical appliance for generating or producing
electricity, steam, gas and other agencies for light, heat, cold, or power or
other purposes, and all transmission and distribution systems used for the
transmission and distribution of electricity, steam, gas and other agencies for
light, heat, cold or power or any other purpose whatsoever, whether underground
or overhead, surface or otherwise, now owned by the Company, including all
poles, towers, posts, wires, cables, conduits, manholes, mains, pipes, tubes,
drains, furnaces, switchboards, transformers, conductors, insulators, supports,
meters, lamps, fuses, junction boxes, regulator stations, and other electric,
steam and gas fixtures and apparatus; all of the aforementioned property being
located in the City of St. Louis, the counties of Adair, Audrain, Benton,
Bollinger, Boone, Butler, Caldwell, Callaway, Camden, Cape Girardeau, Clark,
Clay, Clinton, Cole, Cooper, Crawford, Daviess, Dunklin, Franklin, Gasconade,
Howard, Iron, Jefferson, Knox, Lewis, Lincoln, Livingston, Macon, Madison,
Maries, Marion, Miller, Mississippi, Moniteau, Montgomery, Morgan, New Madrid,
Osage, Pemiscot, Perry, Pettis, Phelps, Pike, Pulaski, Ralls, Randolph, Ray,
Reynolds, Ripley, St. Charles, St. Francois, Ste.  Genevieve, St. Louis, Saline, Schuyler,
Scott, Stoddard, Warren, Washington, and Wayne, Missouri, the counties of Adams,
Alexander, Calhoun, Franklin, Hancock, Henderson, Jackson, Jersey, Macoupin,
Madison, Massac, Monroe, Perry, Pike, Pulaski, St.  Clair, Union, and Washington, Illinois, and
the counties of Des Moines, Henry, Johnson, Lee, and Washington, Iowa, upon real
estate owned by the Company, or occupied by it under rights to so occupy, which
real estate is described in the Indenture of Mortgage and Deed of Trust dated
June 15, 1937, in the Supplemental Indentures dated May 1, 1941, March 17,
1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11, 1947, April
13, 1949, September 13, 1950, December 1, 1950, September 20, 1951, May 1,
1952, March 1, 1954, May 1, 1955, August 31, 1955, April 1, 1956, July 1, 1956,
August 1, 1957, February 1, 1958, March 1, 1958, November 5, 1958, March 16,
1959, June 24, 1959, December 11, 1959, August 17, 1960, September 1, 1960,
October 24, 1960, June 30, 1961, July 1, 1961, August 9, 1962,


 


10





















 


September 30,
1963, November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1,
1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15, 1968,
August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969, October 1,
1969, March 26, 1970, April 1, 1970, June 12, 1970, January 1, 1971, April 1,
1971, September 15, 1971, December 3, 1973, February 1, 1974, April 25, 1974,
February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976, August 16, 1976,
April 26, 1977, October 15, 1977, November 7, 1977, December 1, 1977, August 1,
1978, October 12, 1979, November 1, 1979, July 7, 1980, August 1, 1980, August
20, 1980, February 1, 1981, October 8, 1981, August 27, 1982, September 1,
1982, December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June
11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991, December
4, 1991, January 1, 1992, September 30, 1992, October 1, 1992, December 1,
1992, February 1, 1993, February 18, 1993, May 1, 1993, August 1, 1993, October
1, 1993, January 1, 1994, February 1, 2000, August 15, 2002, March 5, 2003,
April 1, 2003, July 15, 2003, October 1, 2003, February 1, 2004 (eight separate
supplemental indentures), May 1, 2004, September 1, 2004 and in this
Supplemental Indenture, or attached to or connected with such real estate or
transmission or distribution systems of the Company leading from or into such
real estate.


 


SECOND.


 


ALSO,
(except as in the Original Indenture expressly excepted) all franchises and all
permits, ordinances, easements, privileges, immunities and licenses, all rights
to construct, maintain and operate overhead, surface and underground systems
for the distribution and transmission of electricity, steam, gas or other
agencies for the supply to itself or others of light, heat, cold or power, all
rights-of-way, all waters, water rights and flowage rights and all grants and
consents, now owned or, subject to the provisions of Article XII of the
Original Indenture, which it may hereafter acquire.


 


ALSO,
(except as in the Original Indenture expressly excepted) all inventions, patent
rights and licenses of every kind now owned by the Company or, subject to the
provisions of Article XII of the Original Indenture, which it may hereafter
acquire.


 


THIRD.


 


ALSO,
subject to the provisions of Article XII of the Original Indenture, all other
property, real, personal and mixed (except as therein or herein expressly
excepted) of every nature and kind and wheresoever situated now or hereafter
possessed by or belonging to the Company, or to which it is now, or may at any
time hereafter be, in any manner entitled at law or in equity.


 


TO HAVE
AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever;


 


SUBJECT,
HOWEVER, to the exceptions and reservations and matters
hereinabove recited, to existing leases, to existing liens upon rights of way
for transmission or distribution line purposes, as defined in Article I of the
Original Indenture, and any extensions thereof, and subject to existing
easements for streets, alleys, highways, rights-of-way and railroad purposes
over, upon and across certain of the property hereinbefore described, and
subject also to all the terms, conditions, agreements, covenants, exceptions
and reservations expressed or provided in


 


11





















 


the deeds or other
instruments respectively under and by virtue of which the Company acquired the
properties hereinabove described, and to undetermined liens and charges, if
any, incidental to construction or other existing permitted liens as defined in
Article I of the Original Indenture;


 


IN TRUST,
NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this Supplemental
Indenture, set forth, for the equal and proportionate benefit and security of
all present and future holders of the Bonds and coupons issued and to be issued
thereunder, or any of them, without preference of any of said Bonds and coupons
of any particular series over the Bonds and coupons of any other series, by
reason of priority in the time of the issue, sale or negotiation thereof, or by
reason of the purpose of issue or otherwise howsoever, except as otherwise
provided in Section 2 of Article IV of the Original Indenture.


 


AND IT IS
HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds and coupons,
or any of them to be issued under the Original Indenture, as follows:


 


ARTICLE I



DESCRIPTION OF THE NEW BONDS


 


Section 1.               There
is hereby created a new series of Bonds to be executed, authenticated and
delivered under and secured by the Original Indenture which shall, subject to
the provisions of Section 1 of Article II of the Original Indenture, be
designated as “First Mortgage Bonds, Senior Notes Series HH” (the “New Bonds”)
of the Company.  The New Bonds shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to all of the terms, conditions and covenants
of, the Original Indenture and shall be issued to, and registered in the name
of, the Senior Note Trustee under the Senior Note Indenture to secure any and
all obligations of the Company under the Senior Notes and any other series of
senior notes from time to time outstanding under the Senior Note Indenture.


 


The New Bonds shall
mature on February 1, 2020, and shall bear interest at the rate per annum set
forth in the form of the New Bond contained in Section 3 of this Article I, payable
semi-annually on the 1st day of February and the 1st day of August in each
year, commencing on August 1, 2005, and at maturity.  The New Bonds shall be payable as to
principal and interest in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts, and
shall be payable, in immediately available funds, at the office of the Senior
Note Trustee.


 


Section 2.               The
New Bonds shall not be assignable or transferable except as permitted or
required by Section 4.04 of the Senior Note Indenture.  Any such transfer shall be effected at the
principal office or place of business of the Trustee under the Original
Indenture.  The New Bonds are
exchangeable for the New Bonds of other denominations, as in the Original
Indenture provided, except that payment of a service charge therefor will not
be required by the Company.


 


Notwithstanding the
provisions of Section 6 of Article II of the Original Indenture, the New Bonds
shall be dated the date of authentication and shall bear interest from the
interest payment date to which interest on the New Bonds has been paid next
preceding the date thereof,


 


12





















 


unless such date
is an interest payment date to which interest has been paid, in which case they
shall bear interest from the date thereof, or unless the date thereof is prior
to August 1, 2005, in which case they shall bear interest from January 27, 2005;
provided, however, that, subject to the provisions of this Section with respect
to failure by the Company to pay any interest on an interest payment date, the
holder of any New Bond dated after a record date (as hereinafter defined) for
the payment of interest and prior to the date of payment of such interest shall
not be entitled to payment of such interest and shall have no claim against the
Company with respect thereto.


 


The person in whose name
any New Bond is registered at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date notwithstanding the cancellation of such
Bond upon any transfer or exchange thereof subsequent to the record date and prior
to such interest payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, in
which case such defaulted interest shall be paid to the person in whose name
such Bond is registered on the date of payment of such defaulted interest or on
a subsequent record date for such payment if one shall have been established as
hereinafter provided.  A subsequent
record date may be established by the Company by notice mailed to the holders of
the New Bonds not less than ten days preceding such record date, which record
date shall be not more than thirty days prior to the subsequent interest
payment date.  The term “record date” as
used in this Section with respect to any regular interest payment date shall
mean the January 15 or July 15, as the case may be, next preceding such
interest payment date, or, if such January 15 or July 15 shall be a legal
holiday in the State of New York or in the State of Missouri or a day on which
banking institutions in the Borough of Manhattan, The City of New York, or the
City of St. Louis, Missouri, are authorized by law to close, the next preceding
day which shall not be a legal holiday or a day on which such institutions are
so authorized to close.


 


Upon
any payment of the principal of, premium, if any, and interest on, all or any
portion of the Senior Notes, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having been
made in accordance with Section 5.01(a) of the Senior Note Indenture, the New
Bonds in a principal amount equal to the principal amount of such Senior Notes
shall, to the extent of such payment of principal, premium, if any, and
interest, be deemed paid and the obligation of the Company thereunder to make
such payment shall be discharged to such extent and, in the case of the payment
of principal (and premium, if any), such New Bonds shall be surrendered to the
Company for cancellation as provided in Section 4.08 of the Senior Note Indenture.
The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of,
premium, if any, and interest on the Senior Notes, so far as such payments at
the time have become due, has been fully satisfied and discharged pursuant to
the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) the timely payment of principal, or premium, if any, or interest
on, the Senior Notes has not been made, (ii) that the Company is in arrears as
to the payments required to be made by it to the Senior Note Trustee pursuant
to the Senior Note Indenture, and (iii) the amount of the arrearage.


 


Section 3.               The
New Bonds and the Trustee’s certificate on the New Bonds shall be substantially
in the following forms respectively:


 


13





















 


[FORM OF FACE OF
NEW BOND]


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  



 


III. C. C. No. 6342


 


NOTWITHSTANDING
ANY PROVISIONS HEREOF OR IN THE ORIGINAL INDENTURE THIS BOND IS NOT ASSIGNABLE
OR TRANSFERABLE EXCEPT AS PERMITTED OR REQUIRED BY SECTION 4.04 OF THE INDENTURE
DATED AS OF AUGUST 15, 2002, BETWEEN UNION ELECTRIC COMPANY AND THE BANK OF NEW
YORK, AS TRUSTEE.


 


UNION
ELECTRIC COMPANY

(Incorporated under the laws of the State of Missouri)

First Mortgage Bonds, Senior Notes Series HH


 


UNION
ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the “Company”, which term
shall include any successor corporation as defined in the Amended Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to The Bank of New York, as trustee under the Senior Note Indenture hereinafter
referred to, or registered assigns, the sum of        Dollars,
on the 1st day of February, 2020 in any coin or currency of the United States
of America which at the time of payment is legal tender for public and private
debts, and to pay interest thereon, in like coin or currency, at the rate of FIVE
per centum (5.00%) per annum, payable semi-annually, on February 1 and August 1
in each year until maturity, commencing August 1, 2005, and at maturity or, if
the Company shall default in the payment of the principal hereof, until the
Company’s obligation with respect to the payment of such principal shall be
discharged as provided in the Amended Indenture referred to on the reverse
hereof.  Such interest shall be payable
from the February 1 or August 1, as the case may be, next preceding the date
hereof to which interest has not been paid, unless the date hereof is a February
1 or August 1 to which interest has been paid, in which case from the date
hereof, or unless the date hereof is prior to the first payment of interest, in
which case from January 27, 2005.  The
interest so payable will be paid to the person in whose name this Bond, or the
Bond in exchange or substitution for which this Bond shall have been issued,
shall have been registered at the close of business on the January 15 or July
15, as the case may be, next preceding the date of payment, subject to certain
exceptions set forth in the Amended Indenture. 
The principal of, premium, if any, and
interest on, this Bond are payable, in immediately available funds, at the
office of the Senior Note Trustee hereinafter referred to.


 


Under an Indenture dated
as of August 15, 2002 (the “Senior Note Indenture”) between the Company and The
Bank of New York, as trustee (the “Senior Note Trustee”), the Company will issue,
concurrently with the issuance of this Bond, an issue of notes under the Senior
Note Indenture entitled “5.00% Senior Secured Notes due 2020” (the “Senior
Notes”).  Pursuant to Article IV of the
Senior Note Indenture, this Bond is issued to the Senior Note Trustee to secure
any and all obligations of the Company under the Senior Notes and any other
series of senior notes from time to time outstanding under the Senior Note
Indenture.  Payment of principal of, or premium,
if any, or interest on, the Senior Notes shall constitute payments on this Bond
as further provided herein and in the Supplemental Indenture dated January 1,
2005 pursuant to which this Bond has been issued (the “Supplemental Indenture”).


 


14





















 


Upon any payment of the
principal of, premium, if any, and
interest on, all or any portion of the Senior Notes, whether at maturity or prior
to maturity by redemption or otherwise or upon provision for the payment
thereof having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, a principal amount of this Bond equal to the principal amount of
such Senior Notes shall, to the extent of such payment of principal, premium,
if any, and interest, be deemed paid and the obligation of the Company
thereunder to make such payment shall be discharged to such extent and, in the
case of the payment of principal (and premium, if any), such bonds shall be
surrendered to the Company for cancellation as provided in Section 4.08 of the
Senior Note Indenture.  The Trustee (as
hereinafter defined) may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the
Senior Notes, so far as such payments at the time have become due, has been
fully satisfied and discharged pursuant to the foregoing sentence unless and
until the Trustee shall have received a written notice from the Senior Note
Trustee signed by one of its officers stating (i) that timely payment of
principal of, premium, if any, or
interest on, the Senior Notes has not been made, (ii) that the Company is in
arrears as to the payments required to be made by it to the Senior Note Trustee
pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.


 


For
purposes of Section 4.09 of the Senior Note Indenture, this Bond shall be
deemed to be the “Related Series of Senior Note First Mortgage Bonds” in
respect of the Senior Notes.


 


This Bond shall not be
entitled to any benefit under the Amended Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until The
Bank of New York, the Trustee under the Amended Indenture, or a successor
trustee thereto under the Amended Indenture, or an agent therefor, shall have
signed the form of certificate endorsed hereon.


 


The provisions of this
Bond are continued on the reverse hereof and such continued provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


IN WITNESS WHEREOF, Union
Electric Company has caused this Bond to be signed in its name by its Chairman
of the Board or President or a Vice President by manual signature or a
facsimile thereof, and its corporate seal (or a facsimile thereof) to be hereto
affixed and attested by its Secretary or an Assistant Secretary by manual
signature or a facsimile thereof.


 


Dated,


 


	
   

  	
  UNION ELECTRIC
  COMPANY,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
					



 


15





















 


[FORM OF TRUSTEE’S
CERTIFICATE]


 


This Bond is one of the
Bonds, of the series designated therein, described in the within-mentioned
Amended Indenture and Supplemental Indenture of January 1, 2005.


 


	
   

  	
  THE BANK OF NEW
  YORK, as

  TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  



 


[FORM OF REVERSE
OF NEW BOND]


 


This Bond is one of a
duly authorized issue of Bonds of the Company (herein called the “Bonds”), in
unlimited aggregate principal amount, of the series hereinafter specified, all
issued and to be issued under and equally secured by the Indenture of Mortgage
and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of
New York (successor trustee to Bank of America, National Association, formerly
Boatmen’s Trust Company), as trustee (herein called the “Trustee”), as amended
by indentures supplemental thereto dated May 1, 1941, April 1, 1971, February
1, 1974, July 7, 1980, February 1, 2000 and August 15, 2002, between the
Company and the Trustee (said mortgage and deed of trust, as so amended, being
herein called the “Amended Indenture”), to which Amended Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the properties mortgaged and pledged, the nature and extent of the security,
the rights of the bearers or registered owners of the Bonds and of the Trustee
in respect thereto, and the terms and conditions upon which the Bonds are, and
are to be, secured.  To the extent
permitted by, and as provided in, the Amended Indenture, modifications or
alterations of the Amended Indenture, or of any indenture supplemental thereto,
and of the rights and obligations of the Company and of the holders of the
Bonds may be made with the consent of the Company by an affirmative vote of not
less than 60% in amount of the Bonds entitled to vote then outstanding, at a
meeting of Bondholders called and held as provided in the Amended Indenture,
and by an affirmative vote of not less than 60% in amount of the Bonds of any
series entitled to vote then outstanding and affected by such modification or
alteration, in case one or more but less than all of the series of Bonds then
outstanding under the Amended Indenture are so affected.  Additionally, the Company may amend the Amended
Indenture, as supplemented, by an appropriate written consent of not less than
60% in aggregate principal amount of the Bonds outstanding (and, if the rights
of one or more, but less than all, series of Bonds then outstanding are to be
affected by action taken pursuant to such consent, then also by consent of the
holders of at least 60% in principal amount of each series of Bonds so to be
affected and outstanding hereunder) without a meeting of such Bondholders.  No such modification or alteration shall be
made which will affect the terms of payment of the principal of, or interest or
premium on, this Bond, which are unconditional. 
The Bonds may be issued in series, for various principal sums, may
mature at different times, may bear interest at different rates and may
otherwise vary as in the Amended Indenture provided.  This Bond is one of a series designated as
the “First Mortgage Bonds, Senior Notes Series HH” (herein called the “Bonds of
this Series”) of the Company, issued under and secured by the Amended Indenture
and described in the indenture (hereinafter called the “New Supplemental
Indenture”) dated


 


16





















 


January 1, 2005,
between the Company and the Trustee, supplemental to the Amended Indenture.


 


The Bonds of this Series
are not entitled to the benefit of any improvement, maintenance or analogous
fund.


 


This
Bond is not redeemable except on the date, in the principal amount and for the
redemption price that correspond to the redemption date for, the principal
amount to be redeemed of, and the redemption price for, the Senior Notes, and
except upon written demand of the Senior Note Trustee following the occurrence
of an event of default under the Senior Note Indenture and the acceleration of
the Senior Notes, as provided in Section 8.01 of the Senior Note Indenture.


 


In case an event of
default, as defined in the Amended Indenture, shall occur, the principal of all
the Bonds at any such time outstanding under the Amended Indenture may be
declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Amended Indenture.  The Amended Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.


 


This Bond shall not be
assignable or transferable except as permitted or required by Section 4.04 of
the Senior Note Indenture.  This Bond is
exchangeable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the office
of the Company in the City of St. Louis, Missouri, upon surrender and
cancellation of this Bond and on presentation of a duly executed written
instrument of transfer, and thereupon a new Bond or Bonds of the same series,
of the same aggregate principal amount and in authorized denominations will be
issued to the transferee or transferees in exchange herefor, without payment of
any charge other than stamp taxes and other governmental charges incident
thereto; and this Bond with or without others of like series, may in like
manner be exchanged for one or more new Bonds of the same series of other
authorized denominations but of the same aggregate principal amount; all
subject to the terms and conditions set forth in the Amended Indenture.


 


As
provided in Section 4.11 of the Senior Note Indenture, from and after the
Release Date (as defined in the Senior Note Indenture), the obligations of the
Company with respect to this Bond shall be deemed to be satisfied and
discharged, this Bond shall cease to secure in any manner any Senior Notes
outstanding under the Senior Note Indenture, and, pursuant to Section 4.08 of
the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver this
Bond to the Company for cancellation.


 


No recourse shall be had
for the payment of the principal of, premium,
if any, or the interest on, this Bond, or for any claim based hereon or
on the Amended Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company, or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof by the
acceptance of this


 


17





















 


Bond and as part
of the consideration for the issue hereof, and being likewise released by the
terms of the Amended Indenture.


 


[END OF FORM OF
REVERSE OF NEW BOND]


 


Section 4.               Until
New Bonds in definitive form are ready for delivery, the Company may execute,
and upon its request in writing the Trustee shall authenticate and deliver, in
lieu thereof, New Bonds in temporary form, as provided in Section 9 of Article
II of the Original Indenture.


 


ARTICLE II



ISSUE OF THE NEW BONDS


 


Section 1.               The
principal amount of the New Bonds which may be authenticated and delivered
hereunder is limited to an amount equal to the principal amount of the Senior
Notes issued under the Senior Note Indenture and secured thereby and are
further subject to the limitations regarding the principal amount of Bonds
which may be issued under the Original Indenture set forth therein.


 


Section 2.               The
New Bonds in the aggregate principal amount of Eighty Five Million Dollars ($85,000,000),
being the initial issue of the New Bonds, may forthwith at any time or from
time to time be executed by the Company and delivered to the Trustee and shall
be authenticated by the Trustee and delivered (either before or after the
filing or recording hereof) to or upon the order of the Company, upon
compliance by the Company with the applicable provisions of Article III and
Article XVIII of the Original Indenture.


 


Section 3.               For
purposes of Section 4.09 of the Senior Note Indenture, the New Bonds shall be
deemed to be the “Related Series of Senior Notes First Mortgage Bonds” in
respect of the Senior Notes.


 


Section 4.               As
provided in Section 4.11 of the Senior Note Indenture, from and after the
Release Date (as defined in the Senior Note Indenture), the obligations of the
Company with respect to the New Bonds shall be deemed to be satisfied and
discharged, the New Bonds shall cease to secure in any manner any Senior Notes
outstanding under the Senior Note Indenture, and, pursuant to Section 4.08 of
the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver the
New Bonds to the Company for cancellation.


 


ARTICLE III



REDEMPTION OF THE NEW BONDS


 


Section 1.               The
New Bonds are not redeemable except on the date, in the principal amount and
for the redemption price that correspond to the redemption date for, the
principal amount to be redeemed of, and the redemption price for, the Senior
Notes, and except as set forth in Section 2 of this Article III.


 


In the event that the Company redeems any Senior Notes
prior to maturity in accordance with the provisions of the Senior Note
Indenture, the Senior Note Trustee shall on the same date


 


18





















 


deliver to the Company the New Bonds in principal amount corresponding
to the Senior Notes so redeemed, as provided in Section 4.08 of the Senior Note
Indenture.  The Company agrees to give
the Senior Note Trustee notice of any such redemption of the Senior Notes on or
before the date fixed for any such redemption. 
There shall be no improvement, maintenance or analogous fund for the New
Bonds.


 


Section 2.               Upon
the occurrence of an Event of Default under the Senior Note Indenture and the
acceleration of the Senior Notes, the New Bonds shall be redeemable in whole
upon receipt by the Trustee of a written demand (hereinafter called a “Redemption
Demand”) from the Senior Note Trustee stating that there has occurred under the
Senior Note Indenture both an Event of Default and a declaration of acceleration
of payment of principal, accrued interest and premium, if any, on the Senior
Notes specifying the last date to which interest on such Senior Notes has been
paid (such date being hereinafter referred to as the “Initial Interest Accrual
Date”) and demanding redemption of the New Bonds.  The Company waives any right it may have to
prior notice of such redemption under the Original Indenture.  Upon surrender of the New Bonds by the Senior
Note Trustee to the Trustee, the New Bonds shall be redeemed at a redemption
price equal to the principal amount thereof plus accrued interest thereon from
the Initial Interest Accrual Date to the date of the Redemption Demand;
provided, however, that in the event of a rescission or annulment of
acceleration of the Senior Notes pursuant to the last paragraph of Section
8.01(a) of the Senior Note Indenture, then any Redemption Demand shall thereby be
deemed to be rescinded by the Senior Note Trustee although no such rescission or
annulment shall extend to or affect any subsequent default or impair any right
consequent thereon.


 


ARTICLE IV



COVENANTS


 


The Company hereby
covenants, warrants and agrees;


 


Section 1.               That
the Company is lawfully seized and possessed of all of the mortgaged property
described in the granting clauses of this Supplemental Indenture; that it has
good right and lawful authority to mortgage the same as provided in this
Supplemental Indenture; and that such mortgaged property is, at the actual date
of the issue of the New Bonds, free and clear of any deed of trust, mortgage,
lien, charge or encumbrance thereon or affecting the title thereto prior to the
Original Indenture, except as set forth in the granting clauses of the Original
Indenture or this Supplemental Indenture.


 


Section 2.               That,
so long as any of the New Bonds are outstanding, whenever any officers’
certificate is required to be filed or deposited with the Trustee pursuant to
Section 3(b) of Article III of the Original Indenture upon an application for
the authentication of additional Bonds pursuant to Article III of the Original
Indenture, such officers’ certificate shall include, in addition to the matters
required to be stated therein by said Section 3(b), the statement with respect
to the net earnings of the Company available for interest after property
retirement appropriations required by Section 2 of Article V of the
Supplemental Indenture of July 1, 1956.


 


Section 3.               That,
so long as any of the New Bonds are outstanding, the Company will not apply for
the authentication and delivery of additional Bonds pursuant to Section 4 of
Article III of the Original Indenture or the withdrawal of cash from the trust
estate or the reduction of the amount of cash required to be paid into the
trust estate or to satisfy the maintenance and


 


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improvement funds under any provision of the Original Indenture or the
Supplemental Indentures creating prior series of Bonds, on the basis of the
amount of $15,000,000 excluded from net bondable value of property additions
not subject to an unfunded prior lien pursuant to Section 3 of Article V of the
Supplemental Indenture of October 1, 1945, or on the basis of the amount of
$7,500,000 excluded from net bondable value of property additions not subject
to an unfunded prior lien pursuant to Section 3 of Article V of the
Supplemental Indenture of July 1, 1956.


 


Section 4.               That,
so long as any of the New Bonds are outstanding, the Company will not issue or
permit to be issued any prior lien bonds secured by an unfunded prior lien in
addition to the prior lien bonds secured by such unfunded prior lien at the
time of first acquisition by the Company of property subject thereto (other
than in lieu of lost, stolen or mutilated bonds or on the exchange for bonds
already outstanding of an equal principal amount of other bonds of the same
issue and the same series, if any, and of the same maturity), except upon
compliance with the provisions of Section 16 of Article IV of the Original Indenture,
nor unless the net earnings of the Company available for interest after
property retirement appropriations (determined as provided in Section 2 of
Article V of the Supplemental Indenture of July 1, 1956), for any twelve
consecutive calendar months during the period of fifteen calendar months
immediately preceding the first day of the month in which the additional prior
lien bonds are to be issued, have been, in the aggregate, equal to not less
than twice the annual interest charges on the indebtedness specified in
subparagraphs (i) and (ii) of paragraph (1) of Section 2(a) of said Article V;
provided that, if the application for the issue of such additional prior lien
bonds is upon the basis of payment at maturity of prior lien bonds theretofore
sold or otherwise disposed of or the redemption or purchase thereof after a
date two years prior to the date of maturity, the additional requirement
imposed by this Section 4 with respect to net earnings of the Company available
for interest after property retirement appropriations shall not apply.  Any officers’ certificate with respect to net
earnings of the Company, required to be filed with the Trustee as a condition
precedent to the issue of such additional prior lien bonds, shall include, in
addition to the matters otherwise required to be stated therein, the matters
required to be stated in an officers’ certificate pursuant to paragraphs (1)
and (2) of Section 2(a) of said Article V.


 


Section 5.               That,
so long as any of the New Bonds are outstanding, the Company will not acquire,
by purchase, merger or otherwise, any property subject to a lien or liens which
will on acquisition be an unfunded prior lien or prior liens, except upon
compliance with the provisions of Section 14 of Article IV of the Original
Indenture, nor unless the net earnings of such property available for interest
after property retirement appropriations (determined in the manner provided in
Section 2 of Article V of the Supplemental Indenture of July 1, 1956), for any
twelve consecutive calendar months during the period of fifteen calendar months
immediately preceding the first day of the month in which the first acquisition
of property subject to such lien or liens occurs, have been, in the aggregate,
equal to not less than twice the amount of annual interest charges, on all
outstanding indebtedness secured by such lien or liens.  Any officers’ certificate with respect to net
earnings of such property, required to be filed with the Trustee as a condition
precedent to the acquisition of such property, shall include, in addition to
the matters otherwise required to be stated therein, the matters required to be
stated in an officers’ certificate pursuant to Section 2 of said Article V
applicable, however, only to the net earnings of such property and to the
indebtedness secured by such liens to which such property is subject.


 


20





















 


ARTICLE V



THE TRUSTEE


 


The Trustee hereby
accepts the trusts hereby declared and provided, and agrees to perform the same
upon the terms and conditions in the Original Indenture and in this
Supplemental Indenture set forth, and upon the following terms and conditions:


 


The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof by the Company or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely.


 


ARTICLE VI



MISCELLANEOUS PROVISIONS.


 


Section 1.               Except
as otherwise defined herein, all terms contained in this Supplemental Indenture
shall, for all purposes thereof, have the meanings given to such terms in
Article I of the Original Indenture.


 


Section 2.               This
Supplemental Indenture may be simultaneously executed in any number of
counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.


 


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IN WITNESS WHEREOF, said Union Electric Company has caused this Supplemental Indenture to
be executed on its behalf by its Chairman of the Board or President or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Supplemental Indenture to be attested by its Secretary or one of its
Assistant Secretaries; and said The Bank of New York, in evidence of its
acceptance of the trust hereby created, has caused this Supplemental Indenture
to be executed on its behalf by its President or one of its Vice Presidents,
and its corporate seal to be hereto affixed and said seal and this Supplemental
Indenture to be attested by its Secretary, or one of its Assistant Secretaries;
all as of the 1st day of January, Two thousand and five.


 


 


	
  Attested:

  	
  UNION
  ELECTRIC COMPANY,

  
	
   

  	
  1901 Chouteau Avenue

  St. Louis, Missouri 63103

  
	
   

  	
   

  
	
  /s/
  G. L. Waters

  	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  	
   

  
	
  G. L. Waters

  	
  Name:
  Jerre E. Birdsong

  
	
  Assistant Secretary

  	
  Title:
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed,
  sealed and delivered by

  	
   

  
	
  UNION ELECTRIC COMPANY

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/
  Daphyne Bradley

  	
   

  	
   

  
	
  Daphyne Bradley

  	
   

  
	
   

  	
   

  
	
  /s/
  Wayne K. Forbes

  	
   

  	
   

  
	
  Wayne K. Forbes

  	
   

  
	
  As Witnesses

  	
   

  	
   

  
	
   

  	
   

  
	
  Attested:

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
  911 Washington Avenue

  
	
   

  	
  St. Louis, Missouri 63101

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Belinda Brown

  	
   

  	
  By:

  	
  /s/
  Robert J. Dunn

  	
   

  
	
  Belinda
  Brown

  As Agent

  	
  Name:

  	
  Robert
  J. Dunn

  As Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed,
  sealed and delivered by

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
  /s/ Daniel
  G. Dwyer

  	
   

  	
   

  
	
       Daniel
  G. Dwyer

  	
   

  
	
   

  	
   

  
	
  /s/
  Rebekah Foltz

  	
   

  	
   

  
	
       Rebekah
  Foltz

  	
   

  
	
  As Witnesses

  	
   

  	
   

  
						



 


22





















 


	
  STATE OF MISSOURI,

  	
   

  	
  }

  
	
   

  	
   

  	
  } SS.:

  
	
  CITY OF ST. LOUIS,

  	
   

  	
  }

  



 


On this 21st day of January 2005, before me appeared JERRE E. BIRDSONG, to me personally known, who, being by me
duly sworn, did say that he is a Vice President and Treasurer of UNION ELECTRIC COMPANY, a corporation, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and said JERRE E.
BIRDSONG acknowledged said instrument to be the free act and deed of
said corporation.


 


IN
TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and year
last above written.


 


	
   

  	
  /s/ Valerie W. Whitehead

  	
   

  
	
   

  	
  VALERIE W.
  WHITEHEAD

  	
   

  
	
   

  	
  Notary Public –
  Notary Seal

  	
   

  
	
   

  	
  STATE OF
  MISSOURI

  	
   

  
	
   

  	
  Jefferson County

  	
   

  
	
   

  	
  My Commission
  Expires: Dec. 10, 2006

  	
   

  



 


23





















 


	
  STATE OF MISSOURI,

  	
   

  	
  }

  
	
   

  	
   

  	
  } SS.:

  
	
  CITY OF ST. LOUIS,

  	
   

  	
  }

  



 


On this 21st day of January 2005, before me appeared ROBERT J. DUNN, to me personally known, who, being by me duly
sworn, did say that he is an Agent of THE BANK OF NEW YORK,
a corporation, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed in behalf of said corporation, as the trustee thereunder by authority of
its Board of Directors, and said ROBERT J. DUNN,
acknowledged said instrument to be the free act and deed of said corporation as
the trustee under said instrument.


 


IN
TESTIMONY WHEREOF, I have hereto set my hand and affixed my
official seal at my office, in the City and State aforesaid, the day and year
last above written.


 


	
   

  	
  /s/ Renee Beard

  	
   

  
	
   

  	
  RENEE BEARD

  	
   

  
	
   

  	
  Notary Public – Notary Seal

  	
   

  
	
   

  	
  STATE OF MISSOURI

  	
   

  
	
   

  	
  City of St. Louis

  	
   

  
	
   

  	
  My Commission Expires 06-22-2006

  	
   

  



 


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