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. 35 .


 


SUPPLEMENTAL
INDENTURE


 


DATED
MAY 1, 2004


 


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 FF


 


This instrument was prepared by Steven R. Sullivan, Esq., Senior Vice
President Governmental/Regulatory Policy, 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 May, Two thousand and four (2004) 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 and February 1, 2004 (eight separate indentures supplemental
thereto), 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
Indenture dated April 1, 1971 (hereinafter called the “Supplemental


 


3

















 


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 are outstanding at 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 are
outstanding at 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
January 1, 1994”), all of which are outstanding at the date of the
execution hereof;


 


6

















 


(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 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;


 


7

















 


(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; and


 


(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;


 


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


 


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 


 


8

















 


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 $104,000,000 aggregate principal amount of the Company’s 5.50%
Senior Secured Notes due 2014 (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 


 


9

















 


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, 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) and in this Supplemental Indenture, or attached to or 


 


10

















 


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 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.


 


11

















 


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 FF” (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 May 15, 2014, 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 15th day of May and the 15th day of
November in each year, commencing on November 15, 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.


 


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 November 15,
2004, in which case they shall bear interest from May 18, 2004; 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 


 


12

















 


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 May 1 or November 1, as the case may be, next
preceding such interest payment date, or, if such May 1 or November 1
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.

  	
   

  	
  $

  



 


Ill. C. C. No.
6323


 


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 FF


 


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 15th day of May, 2014 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 HALF per centum (5.50%) per annum, payable semi-annually,
on May 15 and November 15 in each year until maturity, commencing November 15,
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 May 15 or November 15, as the case may
be, next preceding the date hereof to which interest has not been paid, unless
the date hereof is a May 15 or November 15 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 May 18, 2004.  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 May 1 or November 1, 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 “5.50% Senior Secured Notes due 2014”
(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 May 1, 2004 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 May 1, 2004.


 


 


	
   

  	
  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 FF” (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 May 1, 2004, between the Company and the
Trustee, supplemental to the Amended Indenture.


 


16

















 


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 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]


 


17

















 


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 One Hundred Four Million Dollars
($104,000,000), 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 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.


 


18

















 


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 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 


 


19

















 


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.


 


21

















 


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.


 


22

















 


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 May, Two thousand
and four.


 


	
  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/
  Sharon A. Kitchens

  	
   

  	
   

  	
   

  
	
       Sharon
  A. Kitchens

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  Name:

  	
  Robert
  J. Dunn

  	
   

  
	
  As
  Agent

  	
   

  	
   

  	
  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

  	
   

  	
   

  	
   

  
						



 


23

















 


	
  STATE OF MISSOURI,

  	
  }

  	
   

  
	
   

  	
  } SS.:

  	
   

  
	
  CITY OF ST. LOUIS,

  	
  }

  	
   

  



 


On this 13th day of May
2004, 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/ Debby
  Anzalone

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEBBY ANZALONE

  	
   

  
	
   

  	
   

  	
  Notary Public – Notary Seal

  	
   

  
	
   

  	
   

  	
  STATE OF MISSOURI

  	
   

  
	
   

  	
   

  	
  St. Louis County

  	
   

  
	
   

  	
   

  	
  My Commission Expires: April 18, 2006

  	
   

  
					



 


24

















 


	
  STATE OF MISSOURI,

  	
  }

  	
   

  
	
   

  	
  } SS.:

  	
   

  
	
  CITY OF ST. LOUIS,

  	
  }

  	
   

  



 


On this 13th day of May
2004, before me appeared ROBERT J. DUNN, to me personally known,
who, being by me duly sworn, did say that he is a Vice President 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

  	
   

  
					



 


25