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Exhibit 4.4    
    


WHEN
RECORDED

MAIL TO: 


Gerald
L. Waters

Union Electric Company

1901 Chouteau Avenue

St. Louis, MO 61303 


Executed
in 50 Counterparts, No. 50. 


SUPPLEMENTAL
INDENTURE 


DATED
JULY 15, 2003 


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 DD 




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












        SUPPLEMENTAL
INDENTURE, dated the 15th day of July, Two thousand and three (2003) 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 and April 1, 2003, 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, 33/4% 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, 33/8% 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, 23/4% 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, 27/8% 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, 31/4% 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, 33/4% 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, 43/8% 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, 43/4% 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, 43/4% 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, 41/2% 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, 41/2% 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; 


        (12) $30,000,000
principal amount of First Mortgage Bonds, 51/2% 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, 51/2% 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, 73/8% 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, 81/4% Series due 1999 (herein called the "Bonds of October 1999 Series"), which are
described in the Supplemental Indenture 



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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, 77/8% 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, 75/8% Series due 2001 (herein called the "Bonds of April 2001 Series"), which are described
in the Supplemental 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, 81/8% 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, 83/8% 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, 101/2% 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, 87/8% 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, 85/8% 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 



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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; 


        (29) $150,000,000
principal amount of First Mortgage Bonds, 153/8% 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, 93/8% 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, 87/8% 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, 83/4% 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 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 63/4% Series due 1999 and $104,000,000
principal amount of 81/4% Series due 2022 (herein called the "Bonds of 1999 Series" and "Bonds of 2022 Series", 



4





 




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 73/8% 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 are outstanding at the date of the execution hereof; 



        (40) $188,000,000
principal amount of First Mortgage Bonds, 67/8% 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 are outstanding at the date of the
execution hereof; 


        (41) $148,000,000
principal amount of First Mortgage Bonds, 63/4% 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 are outstanding at 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 January 1, 1994"), all of which are outstanding at 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; and 


        (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; 




        and 


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        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



        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 


6









   
        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 $200,000,000 aggregate principal amount of the Company's 5.10% Senior Secured Notes due 2018 (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; 



 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, 


7





 



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, 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 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. 


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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 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 DD" (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 August 1, 2018, 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 February 1, 2004, 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. 


9





 



        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, 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 February 1, 2004, in which case they shall bear interest from July 28, 2003; 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 and interest on, all or any portion of the Senior Notes, whether at maturity 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 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, 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 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 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. 


10





 



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


[FORM
OF FACE OF NEW BOND] 



	No.	 	$                  
	Ill. C. C. No. 6280




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 DD 


        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 August,
2018 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 AND ONE TENTH per centum (5.10%) per annum, payable semi-annually, on February 1 and August 1 in each year until maturity, commencing February 1, 2004,
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 July 28, 2003. 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, 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 "5.10% Senior Secured Notes due 2018" (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 interest on, the Senior Notes shall constitute payments on this Bond as further provided herein and in the Supplemental
Indenture dated July 15, 2003 pursuant to which this Bond has been issued (the "Supplemental Indenture"). 


        Upon
any payment of the principal of, and interest on, all or any portion of the Senior Notes, whether at maturity 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 and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be 


11





 



discharged
to such extent and, in the case of the payment of principal, 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, 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, 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	 	 	 




[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 July 15, 2003. 



	 	 	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 


12





 



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 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 DD" (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 July 15, 2003, 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 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 


13





 



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, 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 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 Two Hundred Million Dollars ($200,000,000), 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. 


14





 


ARTICLE III 


REDEMPTION OF THE NEW BONDS  


        Section 1.    The New Bonds are not redeemable except as set forth in Section 2 of this Article III. 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 and accrued interest 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. 


15









   
        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 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 


16





 

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. 


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. 


17





 

        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 15th
day of July, Two thousand and three. 



	Attested:	 	UNION ELECTRIC COMPANY,
     1901 Chouteau Avenue

    St. Louis, Missouri 63103
	

/s/  G. L. WATERS      
    G. L. Waters

    Assistant Secretary	
 	

By:	

/s/  JERRE E. BIRDSONG      
 Name: Jerre E. Birdsong

Title: Vice President and Treasurer
	

Signed, sealed and delivered by

    UNION ELECTRIC COMPANY

    in the presence of:	
 	

 	

 
	

/s/  DAPHYNE BRADLEY      
    Daphyne Bradley	
 	

 	

 
	

/s/  SHARON A. KITCHENS      
    Sharon A. Kitchens	
 	

 	

 
	As Witnesses	 	 	 
	

Attested:	
 	
THE BANK OF NEW YORK,
     911 Washington Avenue

    St. Louis, Missouri 63101
	

/s/  GREGORY G. GROSS      
    Gregory G. Gross

    As Agent	
 	

By:	

/s/  ROBERT DUNN      
 Name: Robert Dunn

           As Agent
	

Signed, sealed and delivered by

    THE BANK OF NEW YORK

    in the presence of:	
 	

 	

 
	

/s/  P. C. QUI BELLE      
    P. C. Qui Belle	
 	

 	

 
	

/s/  REBEKAH FOLTZ      
    Rebekah Foltz

    As Witnesses	
 	

 	

 




18





 


	STATE OF MISSOURI,	 	}	 	 	 	 
	 	 	}	 	SS.:	 	 
	CITY OF ST. LOUIS,	 	}	 	 	 	 





        On
this 23rd day of July 2003, 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/  CAROL A. HEAD      
 CAROL A. HEAD

Notary Public—Notary Seal

STATE OF MISSOURI

St. Charles County

My Commission Expires: Sept. 23, 2006
	

 	

[NOTARY SEAL]




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	STATE OF MISSOURI,	 	}	 	 	 	 
	 	 	}	 	SS.:	 	 
	CITY OF ST. LOUIS,	 	}	 	 	 	 





        On
this 23rd day of July 2003, before me appeared Robert Dunn, to me personally known, who, being by me duly sworn, did say that he is a 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 Vice President, 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/  JOY MARIE LINCOLN      
 JOY MARIE LINCOLN

Notary Public—State of Missouri

County of St. Louis

My Commission Expires Oct. 16, 2006
	

 	

[NOTARY SEAL]




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Exhibit 4.4