Exhibit
4.2


 


[Union Electric
Company Letterhead]


 


Company Order


 


	
  May 18, 2004

  



 


The Bank of New York


101 Barclay Street


Floor 21W


New York, New York 10286


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York, a New York banking corporation, as trustee (the
“Trustee”), under the Indenture dated as of August 15, 2002 (the
“Indenture”), between Union Electric Company, a Missouri corporation (the
“Company”), and the Trustee for the authentication and delivery of $104,000,000
aggregate principal amount of the Company’s 5.50% Senior Secured Notes due 2014
(the “Notes”), pursuant to the provisions of Article II of the
Indenture.  On or after the Release
Date, the Company, in its discretion, may change the descriptive title of the
Notes to delete the word “Secured” from such descriptive title.  Additional Notes without limitation as to
amount, and without the consent of the holders of the then Outstanding Notes,
may also be authenticated and delivered in the manner provided in
Section 2.05 of the Indenture.  All
capitalized terms not defined herein which are defined in the Indenture shall
have the same meaning as used in the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


6.               Pursuant
to Section 2.05(c)(3) of the Indenture, the Company’s First Mortgage Bonds
designated “First Mortgage Bonds, Senior Notes Series FF” (the “First Mortgage
Bonds”) in the principal amount of $104,000,000 relating to the Notes, fully
registered in the name of the Trustee in trust for the benefit of the Holders
from time to time of such Notes.


 


You are hereby instructed
to authenticate the Global Note representing the Notes and deliver it to The
Depository Trust Company (“DTC”) or its custodian.  The Global Note representing the Notes is to be held for delivery
to Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the
several underwriters, against payment therefor at the closing in respect of the
sale thereof, such closing to be held at 10:00 a.m., New York time, May 18,
2004, at the offices of Pillsbury Winthrop LLP, 1540 Broadway, New York, NY
10036.


 


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


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union Electric Company

  
	
   

  	
   

  	
  (d/b/a AmerenUE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Jerre E. Birdsong

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Jerre
  E. Birdsong

  
	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Treasurer

  



 


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


 


	
   

  	
   

  	
   

  	
   

  	
  The Bank of New York,

  
	
   

  	
   

  	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
    /s/
  Robert J. Dunn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Robert J. Dunn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  As Agent