Exhibit 4.4


 


WHEN RECORDED

MAIL TO:


 


Gerald L. Waters

Union Electric Company

1901 Chouteau Avenue

St. Louis, MO 61303


 


Executed
in 21 Counterparts, No. 21.


 


SUPPLEMENTAL INDENTURE


 


DATED DECEMBER 1, 2005


 


UNION ELECTRIC COMPANY


 


TO


 


THE
BANK OF NEW YORK,

AS TRUSTEE


 










 


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


 










 


First
Mortgage Bonds, Senior Notes

Series JJ


 


 


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


 





















 


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


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee its Indenture
of Mortgage and Deed of Trust, dated June 15, 1937, as amended May 1,
1941, April 1, 1971, February 1, 1974, July 7, 1980, February 1,
2000 and August 15, 2002 (said Indenture of Mortgage and Deed of Trust as
so amended, being hereinafter referred to as the “Original Indenture”), to
secure the payment of the principal of and the interest (and premium, if any)
on all bonds at any time issued and outstanding thereunder, and indentures
supplemental thereto dated June 15, 1937, May 1, 1941, March 17,
1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11,
1947, April 13, 1949, September 13, 1950, December 1, 1950, September 20,
1951, May 1, 1952, March 1, 1954, May 1, 1955, August 31,
1955, April 1, 1956, July 1, 1956, August 1, 1957, February 1,
1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24,
1959, December 11, 1959, August 17, 1960, September 1, 1960, October 24,
1960, June 30, 1961, July 1, 1961, August 9, 1962, September 30,
1963, November 1, 1963, March 12, 1965, April 1, 1965, April 14,
1966, May 1, 1966, February 17, 1967, March 1, 1967, February 19,
1968, March 15, 1968, August 21, 1968, April 7, 1969, May 1,
1969, September 12, 1969, October 1, 1969, March 26, 1970, April 1,
1970, June 12, 1970, January 1, 1971, April 1, 1971, September 15,
1971, December 3, 1973, February 1, 1974, April 25, 1974, February 3,
1975, March 1, 1975, June 11, 1975, May 12, 1976, August 16,
1976, April 26, 1977, October 15, 1977, November 7, 1977, December 1,
1977, August 1, 1978, October 12, 1979, November 1, 1979, July 7,
1980, August 1, 1980, August 20, 1980, February 1, 1981, October 8,
1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1,
1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1,
1986, May 1, 1986, May 1, 1990, December 1, 1991, December 4,
1991, January 1, 1992, September 30, 1992, October 1, 1992, December 1,
1992, February 1, 1993, February 18, 1993, May 1, 1993, August 1,
1993, October 1, 1993, January 1, 1994, February 1, 2000, August 15,
2002, March 5, 2003, April 1, 2003, July 15, 2003, October 1,
2003, February 1, 2004 (eight separate indentures supplemental thereto), May 1,
2004, September 1, 2004, January 1, 2005 and July 1, 2005, 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 have
been paid at maturity prior to the date of the execution hereof;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(60)                            $85,000,000
principal amount of First Mortgage Bonds, Senior Notes Series HH (herein
called the “Bonds of 2020 Series”), which are described in the Supplemental
Indenture dated January 1, 2005 (hereinafter called the “Supplemental
Indenture of January 1, 2005”), all of which are outstanding at the date
of the execution hereof; and


 


(61)                            $300,000,000
principal amount of First Mortgage Bonds, Senior Notes Series II (herein
called the “Bonds of 2037 Series”), which are described in the Supplemental
Indenture dated July 1, 2005 (hereinafter called the “Supplemental
Indenture of July 1, 2005”), 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


 


8





















 


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


 


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 $260,000,000 aggregate principal amount
of the Company’s 5.40% Senior Secured Notes due 2016 (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


 


9





















 


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, 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 Hancock, Henderson, Madison, Marion,
Perry, and St. Clair, 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, or added
through the provisions of, the Indenture of


 


10





















 


Mortgage and Deed of Trust dated June 15, 1937, 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), May 1, 2004, September 1, 2004, January 1,
2005, July 1, 2005 and this Supplemental Indenture, or attached to or
connected with such real estate or transmission or distribution systems of the
Company leading from or into such real estate.


 


SECOND.


 


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


 


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


 


THIRD.


 


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


 


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


 


11





















 


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 JJ” (the “New
Bonds”) of the Company.  The New Bonds
shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to all of the terms,
conditions and covenants of, the Original Indenture and shall be issued to, and
registered in the name of, the Senior Note Trustee under the Senior Note
Indenture to secure any and all obligations of the Company under the Senior
Notes and any other series of senior notes from time to time outstanding under
the Senior Note Indenture.


 


The
New Bonds shall mature on February 1, 2016, and shall bear interest at the
rate per annum set forth in the form of the New Bond contained in Section 3
of this Article I, payable semi-annually on the 1st day of February and
the 1st day of August in each year, commencing on August 1, 2006, 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.


 


12





















 


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 August 1, 2006, in
which case they shall bear interest from December 8, 2005; provided,
however, that, subject to the provisions of this Section with respect to
failure by the Company to pay any interest on an interest payment date, the
holder of any New Bond dated after a record date (as hereinafter defined) for
the payment of interest and prior to the date of payment of such interest shall
not be entitled to payment of such interest and shall have no claim against the
Company with respect thereto.


 


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


 


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


 


13





















 


(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:


 


[FORM OF FACE OF NEW
BOND]


 


	
  No.

  	
  $

  



 


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 JJ


 


UNION
ELECTRIC COMPANY, a corporation organized and existing under
the laws of the State of Missouri (hereinafter called the “Company”, which term
shall include any successor corporation as defined in the Amended Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to The Bank of New York, as trustee under the Senior Note Indenture hereinafter
referred to, or registered assigns, the sum of                                                           
Dollars, on the 1st day of February, 2016 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 FOUR TENTH per centum (5.40%) per annum, payable semi-annually,
on February 1 and August 1 in each year until maturity, commencing August 1,
2006, 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 December 8,
2005.  The interest so payable will be
paid to the person in whose name this Bond, or the Bond in exchange or
substitution for which this Bond shall have been issued, shall have been
registered at the close of business on the January 15 or July 15, as
the case may be, next preceding the date of payment, subject to certain
exceptions set forth in the Amended Indenture. 
The principal of, premium, if any, and interest on, this Bond are
payable, in immediately available funds, at the office of the Senior Note
Trustee hereinafter referred to.


 


Under
an Indenture dated as of August 15, 2002 (the “Senior Note Indenture”)
between the Company and The Bank of New York, as trustee (the “Senior Note
Trustee”), the Company will issue, concurrently with the issuance of this Bond,
an issue of notes under the Senior Note Indenture entitled “5.40% Senior
Secured Notes due 2016” (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


 


14





















 


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 December 1,
2005 pursuant to which this Bond has been issued (the “Supplemental Indenture”).


 


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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


15





















 


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 December 1,
2005.


 


 


	
   

  	
  THE
  BANK OF NEW YORK, as

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


[FORM OF
REVERSE OF NEW BOND]


 


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


 


16





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17





















 


[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 Sixty Million
Dollars ($260,000,000), 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


 


18





















 


date fixed for any such redemption. 
There shall be no improvement, maintenance or analogous fund for the New
Bonds.


 


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


 


ARTICLE IV



COVENANTS


 


The
Company hereby covenants, warrants and agrees;


 


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


 


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


 


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


 


19





















 


Section 3 of Article V of the Supplemental Indenture of October 1,
1945, or on the basis of the amount of $7,500,000 excluded from net bondable
value of property additions not subject to an unfunded prior lien pursuant to Section 3
of Article V of the Supplemental Indenture of July 1, 1956.


 


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


 


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


 


20





















 


ARTICLE V



THE TRUSTEE


 


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


 


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


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS.


 


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


 


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


 


21





















 


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 December, Two thousand and five.


 


	
  Attested:

  	
  UNION
  ELECTRIC COMPANY,

  
	
   

  	
  1901 Chouteau
  Avenue

  
	
   

  	
  St. Louis,
  Missouri 63103

  
	
   

  	
   

  
	
   /s/ G. L. Waters

  	
   

  	
  By:

  	
   /s/ Jerre E. Birdsong

  	
   

  
	
    G. L. Waters

  	
  Name: Jerre E. Birdsong

  
	
    Assistant
  Secretary

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed, sealed and
  delivered by

  	
   

  
	
    UNION ELECTRIC COMPANY

  	
   

  
	
    in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   /s/ Daphyne Bradley

  	
   

  	
   

  
	
    Daphyne Bradley

  	
   

  
	
   

  	
   

  
	
   /s/ Carol A. Head

  	
   

  	
   

  
	
    Carol A. Head

  	
   

  
	
  As
  Witnesses

  	
   

  



 


22





















 


	
  Attested:

  	
  THE BANK
  OF NEW YORK,

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Ada L. Li

  	
   

  	
  By:

  	
   /s/ Robert A. Massimillo

  	
   

  
	
  Ada
  L. Li

  	
  Name: Robert A. Massimillo

  
	
  Assistant Treasurer

  	
     Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed, sealed and
  delivered by

  	
   

  
	
    THE
  BANK OF NEW YORK

  	
   

  
	
    in
  the presence of:

  	
   

  
	
   

  	
   

  
	
   /s/ Patricia
  Gallagher

  	
   

  	
   

  
	
    Patricia Gallagher

  	
   

  
	
   

  	
   

  
	
   /s/ Kisha Holder

  	
   

  	
   

  
	
    Kisha Holder

  	
   

  
	
  As
  Witnesses

  	
   

  
						



 


23





















 


	
  STATE
  OF MISSOURI,

  	
  }

  
	
   

  	
  } SS.:

  
	
  CITY OF
  ST. LOUIS,

  	
  }

  



 


On
this 5th day of December 2005, before me appeared JERRE E.
BIRDSONG, to me personally known, who, being by me duly sworn, did
say that he is a Vice President and Treasurer of UNION
ELECTRIC COMPANY, a corporation, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said JERRE E. BIRDSONG
acknowledged said instrument to be the free act and deed of said corporation.


 


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


 


 


	
   

  	
  /s/ S. A. Kitchens

  	
   

  
	
   

  	
  S.A. KITCHENS

  	
   

  
	
   

  	
  Notary Public – Notary Seal

  	
   

  
	
   

  	
  STATE OF MISSOURI

  	
   

  
	
   

  	
  St. Louis County

  	
   

  
	
   

  	
  My Commission Expires: July 9, 2007

  	
   

  



 


24





















 


	
  STATE
  OF NEW YORK,

  	
  }

  
	
   

  	
  } SS.:

  
	
  CITY OF
  NEW YORK,

  	
  }

  



 


On
this 2nd day of December 2005, before me appeared Robert A. Massimillo, 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 A. Massimillo, 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/ William J.
  Cassels

  	
   

  
	
   

  	
  WILLIAM J. CASSELS

  	
   

  
	
   

  	
  Notary Public, State of New York

  	
   

  
	
   

  	
  No. 01CA5027729

  	
   

  
	
   

  	
  Qualified in Bronx County

  	
   

  
	
   

  	
  Commission Expires May 18, 2006

  	
   

  



 


25