Exhibit
4.2


 


[Union Electric
Company Letterhead]


 


Company Order


 


January 27, 2005


 


The Bank of New York


101 Barclay Street


Floor 21W


New York, New York 10286


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York, a New York banking corporation, as trustee (the “Trustee”),
under the Indenture dated as of August 15, 2002 (the “Indenture”), between
Union Electric Company, a Missouri corporation (the “Company”), and the Trustee
for the authentication and delivery of $85,000,000 aggregate principal amount
of the Company’s 5.00% Senior Secured Notes due 2020 (the “Notes”), pursuant to
the provisions of Article II of the Indenture. 
On or after the Release Date, the Company, in its discretion, may change
the descriptive title of the Notes to delete the word “Secured” from such
descriptive title.  Additional Notes
without limitation as to amount, and without the consent of the holders of the
then Outstanding Notes, may also be authenticated and delivered in the manner
provided in Section 2.05 of the Indenture. 
All capitalized terms not defined herein which are defined in the
Indenture shall have the same meaning as used in the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 





















 


6.     Pursuant to
Section 2.05(c)(3) of the Indenture, the Company’s First Mortgage Bonds
designated “First Mortgage Bonds, Senior Notes Series HH” (the “First Mortgage
Bonds”) in the principal amount of $85,000,000 relating to the Notes, fully
registered in the name of the Trustee in trust for the benefit of the Holders
from time to time of such Notes.


 


You are hereby instructed
to authenticate the Global Note representing the Notes and deliver it to The
Depository Trust Company (“DTC”) or its custodian.  The Global Note representing the Notes is to
be held for delivery to Banc of America Securities LLC and Wachovia Capital
Markets, LLC, against payment therefor at the closing in respect of the sale
thereof, such closing to be held at 10:00 a.m., New York time, January 27, 2005,
at the offices of Pillsbury Winthrop LLP, 1540 Broadway, New York, NY 10036.


 


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


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Union Electric Company

  
	
   

  	
  (d/b/a AmerenUE)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  	
   

  
	
   

  	
   

  	
  Name: Jerre E. Birdsong

  
	
   

  	
   

  	
  Title: Vice President
  and Treasurer

  



 


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


 


 


 


	
   

  	
  The Bank of New York,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rober J. Dunn

  	
   

  
	
   

  	
   

  	
  Name:
  Robert J. Dunn

  As Agent