ML22349A642

Enclosure 16 - Articles of Incorporation Union Electric Company Restated 04/12/1994

ML22349A642
Person / Time
Site:	Callaway
Issue date:	12/15/2022
From:	Ameren Missouri, Union Electric Co
To:	Office of Nuclear Reactor Regulation, Office of Nuclear Security and Incident Response
Shared Package
ML22349A623	List: ML22349A624 ML22349A627 ML22349A628 ML22349A629 ML22349A630 ML22349A631 ML22349A632 ML22349A634 ML22349A635 ML22349A636 ML22349A640 ML22349A641 ML22349A642 ULNRC-06788, Enclosure 17 - By-Laws of Union Electric Company as Amended to 12/12/2014
References
ULNRC-06788
Download: ML22349A642 (1)

Text

ULNRQO67%8 6 Page 1 of 67

Ameren Missouri (Union Electric Company)

Callaway Plant

ARTICLES OF INCORPORATION UNION ELECTRIC COMPANY RESTATED 04/12/1994

66 pages follow this cover sheet

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S55S5555 S555555%_.SS_SSSSsSs55s55ss. S5555555SSS S RESTATED ARTICLES OF INCORPORATION OF UNION ELECTRIC COMPANY

Pwsuant to the provisions of Section 351.106, R.S.Mo. 1986, as amended. the undersigned CorporatIon adopts the followIng Restated ArtIcles of IncorporatIon.

FIRST That the name of the orporatbn shall be UNION ELECTRIC COMPANY.

SECOND That the registered office of the CorporatIon In the State of MIssourI shaft be 1901 Chouteau Avenue, St. Louis, MIssourI 63103. and the name d the regIstered agent at such address shaft be William E. Jaudes.

ThIRD That the aggregate number of shares whIch the CorporatIon has the authority to Issue Is 182,500000 classWed Into 25,000.000 shares of Preferred Stock without par value* 7.500,000 shares of Preference Stock wIth the par value of $1 per share. and 150.000,000 shares of Common Stock wIth the par value of $5 per share.

(a) The Preferred Stock has heretofore been, or shaD be. Issued In serIes as follows:

(1) The Preferred Stock has heretofore been Issued and Is outstanding In the fdbwkig amounts and series: 330,000 shares of Preferred Stoct PM Series; 330,001 shares of Preferred Stock. $7.44 SerIes; 300,000 shares of Preferred Stock. $6.40 Series; 7,020 shares of Preferred StooL $6.30 Series; 14,000 shares of Preferred Stock. $550 Series A 3.000 shares of Preferred Stock. $5.50 Series B; 20.000 shares of Preferred Stock. $4.75 Series; 200,000 shares of Preferred Stock. $4.56 SerIes; 213,595 shares of Preferred Stock, $450 Series; 40,000 shares of Preferred Stock. $4.30 Series; 150,000 shares of Preferred Stock. $4.00 Series; 40.000 shares of Preferred Stock. $3.70 SerIes; 130,000 shares of Preferred Stock, $330 Series; and 1,657,500 shares of Preferred Stock, $1735 SerIes. The respectIve annual dividend rates per share for such series; the respective dates (hereinafter in this paragraph (1) called cumulative dates) from which dividends on all shares of such series issued prior to the record date for the first dMdend payment date shall be cumulative; the respective redemptIon prices per share for such series (exclusive of accrued and unpaid dividends); and the respedke amounts (hereinafter hi this paragraph (1) called liquidatIon prices per share (exclusive of accrued and unpaid dividends) for such series payable to the holders thereof in case of voluntary or involuntaty dissolutbn liquidatIon or winding up of the affairs of the Corporation; &l as heretofore fixed by the Board of Directors as follows:

Voluntary tnvoluntary Sinking Dividend Cumulative Redemption Liquidation Liquidation Fund Series Rate Date PrIce Price Price Provisions

$7.64 764 1/19/93 (1) (1) 100.00 None

$7.44 7.44 12)20172 101.00 101.00 100.00 None

$6.40 64O 11/15/67 101.50 101.50 100.00 None

$6.30 &30 12130/83 100.00 100.00 100.00 (ii)

$5.50 A 5.50 12/30/83 1 10.00 1 10.00 100.00 None

$5.50 B 5.50 12/30/83 103.50 10350 100.00 None

$4.75 4.75 12/30/83 102.176 102.176 100.00 None

$4.56 4.56 11/15/63 102.47 102.47 100.00 None

$4.50 4.50 5/15/41 110.00 105.50 100.00 None

$4.30 4.30 12/30/83 105.00 105.00 100.00 None

$4.00 4.00 8/15/49 105.625 105.625 100.00 None

$3.70 370 8/15/45 10475 10475 100.00 None

$3.50 3.50 5/15/46 110.00 110.00 100.00 None

$1.735 1.735 8/1 1/93 (iii) (iii) 25.00 None

(1) Not redeemable prior to February iS, 2003; $103.82 ii redeemed on February 15, 2003 or thereafter and prior to February 15, 2004; $103.40 ii redeemed on February 15, 2004 or thereafter and prior to February 15, 2005; $10297 if redeemed on February 15, 2005 or thereafter and prior to February 15, 2006; $10255 ii redeemed on February 15, 2006 or thereafter and prior to February 15, 2007; $10212 if redeemed on February 15, 2007 or thereafter and prior to February 15, 2008; $101.70 it redeemed on February 15, 2008 or thereafter and prior to February 15, 2009; $101.27 ii redeemed on February 15, 2009 or thereafter and prior to February 1 5, 2010; $1 00.85 if redeemed on February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 if redeemed on February 15, 2011 or thereafter and prior to February 15, 2012; $100.00 if redeemed on February 15, 2012 or thereafter.

(ii) That so long as any shares of Preferred Stock, $6.30 Series, shall be outstanding, the Company shall retire annually by redemption at $100.00 per share plus accrued and unpaid dividends to the date of redemption, on June 1 in each year beginning with June 1, 1984, 260 shares of Preferred Stock, $6.30 Series; that shares of Preferred Stock, $6.30 Series, selected for redemption shall be selected pro rata from the holders thereof; and that shares of Preferred Stock, $6.30 Series, redeemed pursuant to this paragraph shall become authorized and unissued shares of Preferred Stock of the Company.

(hi) Not redeemable prior to August 1, 1998; $25.00 on August 1, 1998 or thereafter.

(2) Additional shares of the Preferred Stock may, subject to the provisions of paragraphs (1) and (6) of subdivision (k) below, be issued as additional shares of Preferred Stock of any of the series designated above or as shares of one or more other series of Preferred Stock, with such distinctive serial designations as shall be set forth in the resolution or resolutions from time to time adopted by the Board of Directors providing for the issue of such stock or in such other instrument providing for the issue of such stock as may be required by law; and in any such resolution or resolutions or such other instrument, as the case may be with respect to each particular series of the Preferred Stock (other than the series desigiiated above) the Board of Directors is hereby expressly authorized to fix, to the extent which may be permitted by Jaw.

(I) the annual dividend rate for the particular series which shall not exceed $8 per share, and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; (ii) the redemption price per share for the particular series which (exclusive of accrued and unpaid dividends) shall not exceed $120 per share; (iii) the amount or amounts per share (exclusive of accrued and unpaid dividends) for the particular series payable to the holders thereof in case of dissolution, liquidation or winding up of the affairs of the Corporation, but such amount or amounts shall not exceed $20 per share; (iv) the terms and conditions, if any, upon which shares of the particular series shall be convertible into or exchangeable for, shares of any other class. including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment thereof, if any; (v) the terms and amount of any sinking fund created for the purchase or redemption of the particular series of Preferred Stock; and (vi) any other characteristics of, and any restrictive or other provisions relating to, the shares of each particular series not inconsistent with the provisions of the Articles of lncorporation, as amended, as the Board of Directors may by law be permitted to fix.

All shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the date from which dividends thereon shall be cumulative; and all shares of all series shall be of equal rank as to dividends and assets with each other, regardless of series, and shall be identical with each other in all other respects except as hereinbefore provided.

(b) Before any dividends on the Common Stock shall be paid or declared or set apart for payment, the holders of the Preferred Stock at the time outstanding shall be entitled to receive, but only when and as declared, out of any funds legally available for the declaration of dividends, cumulative cash dividends at the respective annual rates hereinbefore specified with respect to the series of Preferred Stock designated above, or, in the case of Preferred Stock of any other series, at the annual dividend rate for the particular series theretofore fixed by the Board of Directors as herelnbefore provided. payable quarter-yearly on the fKt*enth days of February. May. August, and November ii each year. to stockholders of record on the respedive dates, not exceeding forty days preceding such dividend payment dates, fixed for the purpose by the Board of Dtredors In advance of the payment of each particular dividend. Such dMdends on shares of the Preferred Stock shall be cumulative1 (1) If issued prior to the record date for the first dividend on the shares of such series.

then. In the case of the series of Preferred Stock designated above. from the respective dates hereinbefore specified with respect thereto. or. in the se of Preferred Stock of any dher series, from the date theretofore fixed for the purpose by the Board of Directors as hereinbefore provided; (2) If issued during the period commencing immediately after a record date for a dividend and terminating at the close of the payment date for such dMdend, then from said last mentioned dMdend payment date; and (3) otherwise from the quarter-yearly dividend payment date next preceding the date of Issue of such shares; so that If dividends on all outstanding shares of the Preferred Stock shaft not have been paid for aft past quarter-yearly dividend periods, and the full dividends thereon for the current quarter-yearly dividend period shaft not have been paid. or declared and set apart for payment, the deridency shaft be fully paId or dividends equal thereto declared and set apart for payment. but without Interest on cumulative dividends, before any dividends shaft be declared or any distnbutbn made on the Common Stock The holders of the Preferred Stock shall not be entItled to receive any dividends thereon other than the dividends referred to in this subdMsbn (b).

(c) The Corporation, at the option of the Board of Directors may redeem the whola or any part of the Preferred Stock at the time outstanding. or the whole or any part of any series thereof, at any time or from time to time. by paying. In the case of the series of Preferred Stock designated above, the respective redemption prices hereinbefore specified with respect thereto, or, In the case of Preferred Stock of any other series by paying such redemption price therefor as shaft have been fixed by the Board of Directors as hereinbefore provided, together with a sum, In the case of each share so to be redeemed, computed at the annual dividend rate for the series of which the particular share Is a part from the date from which dividends on such share became cumulative to the date fixed for such redemption, less the aggregate of the dividends theretofore or on such redemption date paid thereon.

Notice of every such redemption shall be gWen by publcatbn. published at least once In each of two calendar weeks In a daffy newspaper printed In the English language and published and of general circulation In the Borough of Manhattan, The CRy of New York, and in a like newspaper published and of general circulatbn in the City of St. Louis. Missouri, the fist publication to be at least thirty days and not more than sixty days prior to the date faxed for such redemption. At least thirty days and not more than sixty days previous notice of every such redemption shall also be mailed to the holders of record of the Preferred Stock to be redeemed, at their respective addresses as the same shaft appear on the books of the Corporation; but no failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of the Preferred Stock so to be redeemed. In case of the redemptbn of a part 0% of any series of the Preferred Stock at the time outstanding. the corporabn shaft select by lot or In such other manner the Board of Directors may determine, the shares so to be redeemed. The Board of Dfredors slid have full power and authority. subject to the rmdtabs and provlsbns herein contained. to prescribe the manner In which and the terms and conditions upon which the Preferred Stock shall be redeemed from time to time. If such notice of redemption shaft have been duly gWen by publication, and If on or before the redemption date specified In such notice aN funds necessary for such redemption shaft have been set aside so as to be available therefor, then, notwithstanding that any certificate for the shares of the Preferred Stock so caRed for redemption shaft not have been surrendered for redemptbn, the shares represented thereby shaft no longer be deemed outstanding In the hands of the persons who are the holders thereof Immediately preceding such redemption, the right of such holders to receive dividends thereon shaft cease to accrue from and after the dde of redemption so faced, and all rights of such holders with reaped to such shares of Preferred Stock so caNed for redemption shall forthwith on such redemption date cease and terninae, except only the right of such holders to receive the amount payable upon redemption thereof, but without Interest; provided, however, that the Corporation may, aftor giving the first notice by publicabn of any such redemption, or giving Irrevocable lnstructbns therefor, and prior to the redemption date specified In such notice, deposft In trust, for the account of the hoidem of the Preferred Stock to be redeemed, with a bank or trust company hi good standing, organized under the laws of the United States of America or of the State of New Yodç doing busIness In the Borough of Manhattan, The CRy of New York, having a capital, surplus and undivided profits aggregating a least $5,000,000, aft funds necessary for such redemption, and thereupon aft shares of the Preferred Stock with respect to which such deposit shall have been made shaft no longer be deemed to be outstanding in the hands of such holders, and aft rights of such holders with rasped to such shares of Preferred Stock shaft forthwith upon such deposit In trust cease and terminate, except only the right of such holders to receive the amount payable upon the redemption thereof, but without Interest. All or any shares of the Preferred Stock redeemed at any tIme may, In the discretion of the Board of Directors and to the extent permitted by law, be reissued or otherwise disposed of a any time or from time to time subject to the provisions of these Articles of Incorporabn, as amended.

(d) In the event of any liquidation, dissolution or winding up of the affairs of the Corporabn, then before any distribution shaft be made to the holders of the Common Stock, the holders of shares of the Preferred Stock at the time outstanding shaft be entitled to be paid in cash, In the case of the

series of Preterred Stock designated above, the respective amounts hereinbefore specftied with respect thereto, and, in the case of Preferred Stock of any other series, such amount as shall have been fixed by the Board of Directors as hereinbefore provided, together with a sum In the case of each such share, computed at the annual dividend rate for the series of which the particular share is a part from the date from which dividends on such shares became cumutative to the date fixed for the payment of such distributive amounts, less the aggregate of the dividends theretofore or on such date paid thereon. After such payment to the holders of the Preferred Stock, the remaining assets and funds of the Corporation shall be divided and distributed among the holders of the Common Stock then outstanding according to their respective shares.

(e) Unless and until four quarter-yearly dividends payable on the Preferred Stock shall be in default, in whole or in part, every stockholder shall have one vote for each share of Preterred Stock, and one vote for each share of Common Stock, held by him, on all matters, including the election of Directors, except as otherwise provided by law or by these Articles of incorporation, as amended. If and when four quarter-yearly dividends (whether or not consecutive) payable on the Preferred Stock shall be in default, in whole or in part, every stockholder shall have one vote for each share of Preferred Stock, and one vote for each share of Common Stock, held by him, on all matters except the election of Directors, and in such case the number of Directors of the Corporation shall thereupon, and until such default shall have been remedied, be two more than the number specified in and pursuant to Article Fifth of the Articles of incorporation, as amended, the holders of the Preferred Stock at the time outstanding, voting separately as a class, shall become entitled to elect the two additional members of the Board of Directors, and at each annual election of Directors thereafter during the continuance of such default the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect two members of the Board of Directors and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining Directors of the Corporation. However, f and when all dividends then in default on the Preferred Stock then outstanding shall thereafter be paid (and such dividends shall be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the Preferred Stock shall thereupon be divested of such special right herein provided for to elect such members of the Board of Directors, the voting power of the Preferred Stock and the Common Stock shall revert to the status existing before the occurrence of such default, and the number of Directors of the Corporation shall again be the number specified in and pursuant to Article Fifth of the Articles of Incorporation, as amended; but always subject to the same provisions for vesting such special rights in the Preferred Stock in case of any similar future default or defaults. A meeting of the holders of the Preferred Stock, at which the holders of the Preferred Stock shall vote as a class, shall be held at any time after the accrual of such special right to elect such two additional members of the Board of Directors, upon notice similar to that provided in the By-laws for a special meeting, upon call by the holders of not less than 1000 shares of the Preferred Stock or upon call by the Secretary of the Corporation at the request in writing of any holder of Preferred Stock addressed to him at the principal office of the Corporation. Upon termination of such special right at any time by reason of the payment of all accumulated and defaulted dividends on such stock, the terms of office of all persons who may have been elected Directors of the Corporation by vote of the holders of the Preferred Stock, as a class, pursuant to such special right shall forthwith terminate.

Whenever Directors are elected by the stockholders by classes, pursuant to this subdivision (e), in case of any vacancy in the Board of Directors, through death, resignation, disqualification or other cause, occurring among the Directors elected by the holders of the Common Stock, as a class, the remaining Directors elected by the vote of the holders of the Common Stock, as a class, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired term of the Director whose place shall be vacant; and in case of any such vacancy in the Board of Directors occurring among the Directors elected by the holders of the Preferred Stock, as a class, the holders of the Preferred Stock then outstanding and entitled to vote may, at a meeting of such holders called in the manner provided by this subdivision (e), elect a successor to hold office for the unexpired term of the Director whose place shall be vacant. In all other cases any such vacancy shall be filled by the affirmative vote of the majority of the remaining Directors, and the Directors so elected shall hold office until thejr successors shall be elected and qualified.

(0 In all elections for Directors, each shareholder shall have the right to cast as many votes In the aggregate as shall equal the number of voting shares held by him multiplied by the number of Directors to be elected, and may cast the whole number of votes, either in person or by proxy, for one candidate or distribute such votes among two or more candidates; provided, however, that in case the Directors are to be elected by particular classes of stock as provided in the Articles of Incorporation, as amended, in the event of default in the payment of dividends on the Preferred Stocl;, each holder of the particular class of stock shall have the right to cast as many votes in the aggregate as shall equal the number of shares of such class held by him multiplied by the number of Directors to be elected by such class, and may cast the whole number of such votes for one candidate for Director to be elected by such class or may distribute such votes among two or more candidates for Directors to be elected by such class.

(g) Except as otherwise provided by law o by the Articles of Incorporation, as amended, the holders of record of a majority of the outstanding shares of capital stock of the Corporation entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum at such meeting: provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to adjourn the meeting to a specified date not longer than ninety days after such adjournment, without notice other than announcement at the meeting.

(h) No holder of Preferred Stock shall be entitled as such as a matte of right to subscribe for or purchase any part of any new or additiona? issue of stock or securities convertible into stock, of any class whatever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.

(1) Upon the issuance for money or other consideration of any shares of capital stock of the Corporation or of any securities convertibte into shares of capital stock of the Corporation, of any class whatever which may be authorized from time to time, no holder of shares of Common Stock of the Corporation shall be entitled as such as a mailer of fight to subscribe for, purchase or receive any proportionate or other share of the capital stock or securities so issued, but all or any portion of such capital stock may be disposed of by the Corporation, as and when determined by the Board of Directors, free of any such rights, whether by offering the same to shareholders or by sale or other dispDsition as the Board of Directors may deem advisable; provided, however, that if the Board of Directors shall determine to issue and sell any shares of Common Stock (including, for the purposes of this paragraph, any security convertible into Common Stock, but excluding shares of such Common Stock and securities convertible into such Common Stock theretofore reacquired by the Corporation after having been duly issued, or issued to satisfy any conversion or option rights theretofore granted by the Corporation) solely for money and other than by:

(1) a public offering thereof, or (2) an offering thereof to or through underwriters or dealers who shalt agree promptly to make a public offering thereof, or (3) The issue thereof in connection with (a) any dividend reinvestment, stock purchase or other ptan in which the holders of the Common, Preferred or Preference Stock or customers of the Corporation or of any subsidiary of the Corporation may participate or (b) any stock ownership, stock purchase, stock option, stock bonus, savings, pension or other plan in connection with which employees or former employees (including officers and directors) of the Corporation or any subsidiary of the Corporation may purchase or acquire Common Stock (or securities of the Corporation convertible into or exchangeabte for Common Stock) or any trust related to, or any agent acting with respect to, any such plan may purchase or acquire Common Stock (or securities of the Corporation convertibte into or exchangeabre for Common Stock) on behalf of, or for the account or benefit of, such empoyees or former employees or, in case of any such trust, for the purpose of investing the funds of the trust, or (4) any other offering thereof which shalt have been authorized or approved by the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) of the holders of a majority of the shares of Common Stock then outstanding and entifled to vote, such shaies of Common Stock shall first be offered pro rata to the holders of record of the then outstanding shares of Common Stock (excluding outstanding shares of such Common Stock held for the benefit of holders of scrip certificates or other instruments representing tractional interests in a full share of such Common Stock) upon terms which in the judgment of the Board of Directors, shall be not less favorable (without deduction of such reasonable compensation for the sa1e underwriting or purchase of such shares by underwriters or dealers as may lawfully be paid by the Corporation) to the purchaser than the terms upon which such shares are offered to others than such holders of the Common Stock; provided that the Corporation shall not be obligated to offer or to issue any fractional interest in a full share of Common Stock; and provided further that the time within which such preemptive rights shall be exercised may be limited to such time as to the Board of Directors may seem proper, not less, however, than fourteen days after the mailing of notice that such preemptive rights are available and may be exercised.

(I) So long as any shares of the Preferred Stock are outstanding. no amendment to the Articles of Incorporation which would change the express preferences, priorities or character of the Preferred Stock or the rate of dividend to be paid thereon in any manner substantially prejudicial to the holders thereof shall be made, except as hereinafter in subdivisions (k) and (n) provided and except an amendment changing the number of the Board of Directors, without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the holders of at least three-fourths of the aggregate number of shares of the Preferred Stock then outstanding; but such amendment may be made with such affirmative consent, together with such additional vote or consent of stockholders as from time to time may be required by law.

(k) So long as any of the shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the holders of at least two-thirds of the aggregate number of shares of the Preferred Stock then outstanding:

(1) sell or otherwise dispose of any shares of the Preferred Stock or of stock of any other class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends, unless the net earnings of the Corporation available for the payment of dividends on the Preferred Stock and on all such other classes of stock, computed in accordance with good accounting practicr, for a period of any twelve consecutive calendar months within the fifteen calendar months immediately preceding the first day of the month in which such additional stock is issued are at least two and one-half times the annual dividend requirements on all shares of the Preferred Stock and of all other classes of stock ranking on a parity with or having any preference

- 10

over the Preferred Stock as to assets or divcnds. to be outstanding immediately after such proposed additional issue; and. in determining such net earnings available for the payment of dividends on the Preferred Stock and on all such other classes of stock. any dividend received by theCorporatbnduringsuthperiodonstockofanysubsWiaryoftheCorporaIonhexcessofe net earnings of such subsidssy for such period avabble therefor, computed Ii accordance with good accounting practice shall be included only to the extent of such net earnings of such subsdeiy u (2) create any class of stock which shaft be preferred as to dMdends or assets over the Preferred Stock; or (3) increase the authorized number of shares of the Preferred Stodq or (4) reclassIfy outstanding shares of stock of any class ranking junior to the Preferred Stock as to assets or dividends1 wholly or partially. Into shares of stock of any class mnklng on a perky with or having any preference over the Preferred Stock as to assets or dividends; or (5) make any distribution out of capital or capftal surplus (other than dividends payable In stock ranking Junior to the Preferred Stock as to assets and dividends) to holders of stock of the Corporation ranldng junbr to the Preferred Stock as to assets or dividends; or (6) issue any shares of the Preferred Stock or any other stock ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends. If the stated capital to be represented by the Preferred Stock and such other stock outstanding Immediately after such issue would exceed the stated capital to be represented by shares of stock to be then outstanding ranking junior to the Preferred Stock as to assets and dividends, increased by the armunt of any capital surplus or reduced by the amount of any deficit. For the purpose of this subdivision (6),

stated capital represented by any preferred stock having a par value shaD be the par value thereof, and stated capital represented by any preferred stock without par value shaft be the amount of stated capital fixed by the Board of Directors with respect thereto at the time of Issue thereof, or the amount payable to the holders thereof (exclusive of accrued and unpaid dNklends) in preference to the Common Stock upon Involuntary liquidation, dIssolution or winding up of the affairs of the Corporation. whichever Is greater but any such action requiring such affirmative consent of the holders of the Preferred Stock, as provided In thIs subdivIsion (k). may be taken with such vote or consent of stodtholders as may at the time be required by law. but with at least the dlrmatWe consent (gWen In writing without a meeting or by vote a a meeting duly caNed for the purpose of the holders of two.thlrds of the aggregate number of shares of Preferred Stock then outstanding. Stock shaft not be considered to be outstanding for any of the purposes of this subdMsbn (IC) or of subdivision Q) above, If the Board of Directors shall have determined to redeem such stock and if the first pubficabn of notice of redemption shaD have been 11

made, or irrevocable instructions given therefor, and all funds necessary for such redemption shall have been deposfted in trust for such purpose.

(I) No amendment to the Articles of Incorporation which would change the provisions of the foregoing subdivisions (f), (g) or (1) in any manner substantially prejudicial to the holders of any class of stock, shall be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) of the holders of at least two-thirds of the aggregate number of shares of capital stock of the Corporation then outstanding and entitled to vote; but such amendment may be made with such affirmative consent, together with such additional vote or consent of shareholders as from time to time may be required by law.

(m) No amendment to the Articles of Incorporation providing for the creation or increase of Preferred Stock of any class shalt be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) of the holders of at least a majority of the aggregate number of shares of Common Stock of the Corporation then outstanding; but such amendment may be made with such affirmative consent, together with such additional vote or consent of holders of Preferred Stock of the Corporation as shall at the time be required by the Articles of Incorporation, as amended.

(n) Subject to the provisions of subdivisions (j), (k), (I) and (m) hereof, the Corporation reserves the right to amend, alte, change or repeal, to the exient now or hereafter permitted by law, any provision in its Articles of Incorporation, as amended, (including the authorizing of preferred stock junior to the Preferred Stock as to dividends and assets and the changing of any authorized but unissued shares of the Preferred Stock to shares of another class or classes of preferred stock ranking on a parity with the Preferred Stock as to assets and dividends but which may have different dividend rates, redemption prices and other terms and provisions as may at the time be permitted by law) with such vote or consent of stockho]ders as from time to time may be required by law, and all rights herein conferred upon the shareholders are granted subject to this reservation.

(0) Subject to the provisions of subdivision (k) hereof, the Corporation may issue and dispose of its authorized but unissued shares without par value, from time to time, for such consideration as may from time to time be prescribed by the Board of Directors, and authority is hereby expressly conferred on the Board of Directors so to fix such consideration. The Board of Directors is also hereby expressly authorized to determine, at or before the time of issue thereof, what part of the consideration which shalt be received by the Corporation upon the issue tfom time to time of shares of its capital stock without par value shall be capital, and, in the absence of any such determination, the entire consideration received for any particular shares shall be capital. Any and all shares without par value issued for the consideration so fixed shall be deemed fully paid and be non-assessable, and the holder of such shares shall not be liable thereon to the Corporation or its creditors.

- 12 -

tp) The Preference Stock shall have, or be subject to. as the case may be. the following prelerences, rights, privileges and restrictions:

Manner of Issue - Series - The Board of Directors is empowered to cause the Preference Stock to be issued from time to time as shares of one or more series of Preference Stock, and in the resolution or resolutions providing for the issue of each particular series, before issuance, the Board of Directors is expressly authorized to fix:

(1) the distinctive serial designation of the shares of such series and the number of shares which shalt constitute such series; (2) the annual dividend rate for the particular series, the dates of payment of dividends on shares of such series and the dates from which they are cumulative; (3) the redemption price per share and the terms of redemption for the shares of a particular series; (4) the amount or amounts per share (exclusive of accrued and unpaid dividends) for the particular series payable to the holders thereof in case of dissolution, liquidation or winding up of the affairs of the Corporation; (5) the terms and conditions, if any, upon which shares of the particular series shaft be convertible into, or exchangeable for, shares of any stock of junior rank, with respect to dividends and assets, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment thereof, if any; (6) the terms and amount of any sinking fund created for the purchase or redemption of the shares of any particular series; and (7) any other characteristics of, and any restrictive or other provisions relating to, the shares of each particular series not inconsistent with the provisions of the Articles of Incorporation, as amended, as the Board of Directors may by law be permitted to fix.

All shares of Preference Stock shall be of junior rank, with respect to dividends and assets, to all shares of Preferred Stock and of senior rank in such respects to all shares of Common Stock. All shares of Preference Stock of any one series shall be identical with each other in all respects except, in the event portions of the shares of a single series are issued at different times, the date from which dividends thereon shall be cumulative; and all shares of all series shall be of equal rank as to dividends and assets with each other, regardless of series, and shall be identical with each other In all respects except as hereinabove provided.

Dividends - Dividends on Preference Stock of any series shall be payable at annual rates and on dates fixed by the 8oard of Directors at the time of the creation of such series, payable quarter-yearly on such dates as shall be fixed for such payments by the Board of Directors, The right of holders of Preference Stock to receive dividends shall be subject to the dividend and sinking fund 13.

provisions of the Preferred Stock. Dividends on the Preference Stock shaft be cunxdatWe, and no dividends shaft be declared or paid, or any distrlbutbn made, on Common Stock, other than a dividend payable in Common Stock, unless and until fuN dividends on the outstanding Preference Stock shaft have been paid, or declared and a sum sufficient for the payment thereof set aside, with respect to all past dividend periods and the current dividend period. Dividends on shares of any series of Preterence Stock shaft accrue from and be cumulative horn such date as may be fixed by the Board of Directors at the Urns of the creation of such series, except that dfrlØends on shares of Preference Stock ci any series, which are Issued after the lnftW issue of shares of such series, shaft acme from and becumulailve fromsuchdateas may befEedbytheBoard dDfredorsatthetlmeoflssuanced such addRbnal sharea RedemMbnlfsoprovidedbytheBoardofDkedorsupon thecreiondanyseriesof Preference Stock, the Corporation, at the option of the Board of Directors, or In accordance with the requirements of any sinking fund for the Preference Stock or any series thereof, may redeem the whole or any part of the Preference Stock at any thie outstanding, or the whole or any part of any series thereof. at such time or times and from time to time as may be determined by the Board of Dfrectors and at such redemption price or prices as may have been fixed by the Board of Directors at the time of the creation of the shares so to be redeemed, together with an amount equal to aft unpaid dividends accrued thereon to the date fixed for such redemption, and otherwise upon the terms and conditions fixed by the Board of Directors for any such redemption; provided, however, that no redemption of any Preference Stock shaft be effected unless (1) full dividends on aft outstanding shares of Preferred Stock and Preference Stock for all past dividend periods shaft have been paid, or declared and a sufficient sum set apart for the payment thereof, and (2) all oblØtbns of the Corporation. I any, with respect to the redemption or purchase of shares of Preferred Stock and Preference Stock In accordance with the requirements of any sinking fund have been met Ucuidation. Dissolution and Winding UDof the Affairs of the Comordon In the event of any liquidation. dissoMion or winding up of the aRab of the Corporation, whether voluntary or Involuntary, but only after full payment has been me to the holders of the Preferred Stock of all amounts to which they are entitled by these Articles of Incorporation, as amended, or a sufficient sum set aped for such payment, the holders of shares of each series of Preference Stock then outstanding shall be entitled to receive out ci the assets of the Corporation, before any distribution or payment shall be made to the holders of the Common Stock, the amount faxed by the Board of Directors in creating such series, plus an amount equal to aft unpaid dividends accrued thereon to the date fEed for such payment to the holders of Preference Stock.

Votfria Rtght Except as otherwise provided in these Articles of Incorporation, as amended, each holder of Preference Stock shaft be entitled at aft meetings of shareholders of the

- 14-

Corporation to one vote for each share of such stock held by him; and the holders of Preference Stock shall vote together with the holders of the Preferred Stock and the Common Stock as a single class, except in those instances where these Articles of incorporation, as amended, grant to the holders of Preferred Stock or Common Stock the right to vote as a separate class. The voting rights of the holders of Preference Stock in an election of directors shall be identical with the voting rights of the holders of Common Stock in such election, as set forth in these Articles of Incorporation, as amended, and the provision for filling vacancies in the Board of Directors that are by said amended Articles applicable to holders of the Common Stock shall be equally applicable to holders of the Preference Stock.

Whenever four quarter-yearly dividends payable on the Preference Stock shall be in default, and during the continuance of such default, the Common Stock and the Preferred Stock, voting together as a single class, shall be entitled to elect the same number of directors as was authorized by the Articles of lncorporation immediately prior to such default, and the Preference Stock, as a class, shall be entitled to elect two additional directors.

Notwithstanding any other provision in those Articles of Incorporation, as amended, the affirmative approval of the holders of at least two-thirds of the Preference Stock of all series thereof then outstanding present and voting at a meeting, voting as a single class without regard to series, shall be required for any amendment of these Articles of Incorporation, as amended, altering adversely any existing provision of the Preference Stock or for an increase in the authorized amount of the Preference Stock or the creation, or an increase in the authorized amount of any class of stock ranking, as to dividends and assets, on a parity with or prior to the Preference Stock.

Preemptive Rjgbts - No holder of shares of any series of the Preference Stock shall, as such, have any preemptive or preferential right to subscribe to or purchase shares of any class or series of stock of the Corporation, now or hereafter authorized, or any securities convertible into, or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation, now or hereafter authorized.

FOURTH That the name and place of residence of each incorporator are:

NAME RESIDENCE L. H. Egan St. Louis, Missouri F. J. Boehm St. Louis, Missouri L. E. Young St. Louis, Missour H. Spoehrer St. Louis, Missouri Wm. Avery St. Louis, Missouri C. E. Michel St. Louis, Missouri H. W. Eales SL Louis, Missouri a K. Miltenberger St. Louis, Missouri H. S. King St. Louis, Missouri

- 15.

FIFTH ma, except as otherwise provided by the Articles of Incorporation, as amended, the number of the Board of Directors shall be fixed a eleven or a the number and In the manner provlded by the By-laws of the Company. as emended, and wrItten notice shall be gWen to the Secretary of State of MissourI of the number of the Board of Directors within thirty (30) calendar days of the Thdng of such number. The Boerd of Directors shaft ha the power to make. after. amend or repeal the By*

laws of the Compaq.

SDffH That the Corporation shaft have perpetual existence.

SEVENTH Thet the purposes for which the Corporetbn is famed we:

To ecquire the properties. rights. privileges. franchises. business and other assets of Union Electric Compeny, a corporation of the State of Missouri; To manufacture. produce. develop. generate, store, acquire. lease, purchase, sell, control, use, dispose of. transmit. dbtnbute and supply or otherwise utte eledrW*y and eledrical energy or any other power or force In any form and for any purpose whasoever To purchase or otherwise acquire. hold. use, operate, sell, pledge, no4gage, base or otherwise dispose a machinery. generators. motors lamps. plants, apparatus. devIces supplies and articles of every kind pertaining to or In anywise connected with the production. use. distribution, regulation. control a apprcatbn of ebdrlcfty or electrical energy for any and aft purposes; To construct, purchase or otherwise acquire. hold, develop, use, operate, sell, base, mortgage or otherwise dispose of hydmuic, ebctric and other works. water powers and the sites thereof, plants, power houses, buildings. machinery. equipments. apparatus, devices, processes.

transmission and distribution lines, transforming and distributing stations and any and all rights of way and lands connected therewith or useful therefore; and to acquire any and all rights, or other property necessary and useful hi connection with acquiring. owning and operating any or aft of sat! works, water powers or plants; To construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of reservoirs, dams, diversion structures, canals, ditches, flumes, water conduits, pipe lines, distributing or transmission lines and systems, and such other works, plants, equlpments, appliances and appurtenances as may be necessary, useful or appropriate for Impounding, storing, conveying, distributing and utilizing water for power, Irrigation, fire, sanitary, domestic, manufacturing and other uses, and to appropriate, dived, use, apply, sell and otherwise dispose of water for such uses; to make applications, locations, entries, selections or filings In connection therewith;

- 16 -

To apply forrn UChS 01 otherwise acquire, hold, use, operate, sell, mortgage, or otherwise dispose of permits or licenses issued by the United States or any state, territory or subdivision thereof for the purpose of constructing, operating and maintaining dams, water conduits, reservoirs, power houses, transmission or distribution lines, or other works or projects necessary or convenient for the development and improvement of navigation, and for the development, transmission and utilization of power across, along, from or in any of the navigable waters of the United States, or upon any part of the public lands and reservations of the United States, or for the purpose of utilizing the surplus water or water power from any dam of the United States or any state, territory or subdivision thereof; To transform power generated by hydraulic or other plants into electrical or other energy and to transmit or otherwise dispose thereof for any and all purposes; To purchase or otherwise acquire, hold. use, operate, sell, pledge, mortgage, lease. or otherwise dispose of alt water rights, water powers and water privileges; To manufacture, acquire, purchase, sell and distribute for alt purposes, natural and artificial gas, and to acquire, construct, purchase, own, maintain, operate, sell and tease all necessary and convenient works, conduits, plants, apparatus and connections for holding, receiving, purifying, manufacturing. selling, utilizing and distributing natural or artificial gas; to manufacture and sell or otherwise dispose of chemicals or other products derived wholly or in part from gas or gas works; To manufacture, purchase, sell and distribute steam and hot water for heating and other purposes, and to acquire, construct, purchase, own, maintain, operate, sell and lease all necessary and convenient works, plants, apparatus and connections for manufacturing, selling and distributing steam and hot water; To manufacture, purchase, sell and distribute ice and refrigeration; and to construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of ice and refrigerating plants; To purchase or otherwise acquire, hold, use, operate, sell, mortgage, pledge, lease, or otherwise dispose of such real and personal estate, property rights, rights of way, easements, privileges, grants, consents and franchises, as may be necessary, appropriate or useful in connection with the business, objects and purposes of the Corporation; To ngage as a public utIlity in furtherance of each and all of the foregoing purposes, which are now or may hereafter become subject to the laws governing or regulating public utilities, and to that end to be authorized to transmit, conduct or distribute, for public or private use, electrical energy, water, gas, steam and/or refrigeration under or over, along or across highways, streets, alleys, bridges and other public places; 17

To apply for. purchase oi otherwise acquire, and to hold, use, own, operate and to sell, assign a otherwise dispose of, and to grant or receive tenses in respect of or otherwise to turn to account any and all iwentbns, lrnprovernents, patents, patent rights, processes, trademarks and trade-names, secured by or Issued under the laws of the United States of America or of any other government or country; To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise hold and possess or otherwIse dispose of, shwes of capItal stock, or any bonds, secu(ittes or evidence of indebtedness created by any other corporation or corporations of this stde, cwntry nation or government. and while owner of saW stock to exercise U the rights, powers and privileges of ownersi4 induding the right to vote thereon; and, to the extant now or hereafter perrnited by law, to acquire by purchese, subscription, contract or otherwise, and to hold, sell, exchange. mortgage, pledge or otherwise dispose of, or turn to account or realize upon, and generally deal in end with, all forrns of securities. kicIudbg but not by way of u.nitaio.i, shares stocks, bonds, debentures, sties, scrip, rnodgages. evidences of Indebtedness, comrnercial paper, certificates of indebtedness and certificates of interest issued or created in any and all pads of the world by corporations. associations, partnerships, finns, trustees, syndicates, individuals, governments, states, municipalkies and other political and governmental dMslons and subdivision, or by any continatbns, organlzatbns or entitles whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described. and all trust, parlidp&ion and other certificates of and receipts evidencing interest in any such securities, and to issue In exchange therefor or in payment thereof, in any manner permitted by law. As own stodç bonds, debentures or Its other obligations or securities, or to make payment therefor by any other lawful means of payment wh&soever to exercise any and all rights, powers and privileges of indMdu&

ownership or interest in respect of any and all such securities or evidences of interest therein, including the right to vote thereon and to consent and otherwise ad with reaped thereto; to do any aid a a and things for the presendbn, protedbn, improvement and enhancement in value of any and aft such securlies or evidences of interest therein, and to aid by loan, subsidy, guaranty or otherwise those issuing, creating or responsble for any such securities or evidences of interest therein; to acquire or become interested in any such securities or evidences of interest therein, as aforesaid by original subscription, underwriting, ban, padicipatbn in syndicates or otherwise and irrespedWe of whether or not such securities or evidences of interest therein be fully paid or subject to further payments; to make payments thereon as called for or in advance of calls or otherwise, and to underwrite or subscribe for the same conditionally or otherwise and either with a view to investment or for resale or for any other lawful purpose; To borrow money, to issue bonds, notes, debentures, or other obligatbns, sewred or unsecured, of the Corporation, from time to time, for moneys borrowed or in payment for property

- 18

acquired or for any of the other objects or purposes of the Corporation; to secure the same by mortgage or mortgages upon. or by deed or deeds ot trust of, or by a pledge of, or other lien upon any or all of the property real or persona!, rights, privileges and franchises of the Corporation wheresoever situated, acquired or to be acquired; and to sell or otherwise dispose of any or all such bonds, notes, debentures or obligations in such manner and upon such terms as may be deemed judicious, but only to the extent then permitted to the Corporation under the laws of the State of Missouri; In general, to do any and all of the things hereinbefore set forth, and such other things as are incidental or conducive to the attaining of the objects and purposes of the Corporation; and in carrying on its business and for the purpose of attaining or furthering any of its objects, to enter into, make, perform and carry out contracts of every kind with any person, partnership, association, corporation, government, governmental subdivision or other body whatsoever; and to do such acts and things, and to exercise any and all such powers to the same extent as a natural person might or could lawfully do in so far as the same are authorized by the laws of the State of Missouri, now or hereafter applicable to the Corporation; To conduct its business in all or any of its branches so far as permitted by law, In the State of Missouri and elsewhere; and, for and in connection with such business, to acquire, hold, possess, purchase, lease, mortgage and convey real and personal property to the extent permitted by law; and To purchase, hold, sell and transfer shares of its own capital stock to such extent and in such manner as may now or hereafter be permitted by law.

EIGHTH That the Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, and sup$jde the original Articles of tncorporation and all amendments thereto.

Dated April 7, 1994 -

t \\Z 4C UNION ELECTRIC COMPANY ç%

- 19 -

STATE OF MISSOURI CITYOFST.LOUIS )) ss

on this 7th day of April. 1994, before me appeared William E. Jaudes, to me personally known

who, being by me duly sworn did say that he is Vice President and Genera! Counsel of Union Electric

Company, and that the seal affixed to the foregoing instrument is the corporate seal of said

Corporation and that said instrument was adopted by the Board of Directors of said Corporation on

February 1 I994 and was signed and sealed on behalf of said Corporation by authority of its Board

of Directors, and said William E. Jaudes verified said instrument to be the free act and deed of said

corporation.

DEBORAH L CLARK NOTARY PUBLtC STATE OF MISSOu MY COM1SSON EXPIREs APR. 18, 1994ST. LOUIS COujy 1itI 8Ffeataiy3Cftat4, State of Missouri Jefferson City65101

Judith K Moriarty

. SecretaiyolState 11,

Jarres C. ThoTpson Union Electric 1901 axA1teau Ave., EO Box 149 St. louis, MD 63166 Re : EiCTRIC X4PANY (00040441) -

Dear Corporation:

This is to advise that on the above date we have filed

for record in this office a Statement of Change in the

number of directors from IWFLVE (12) to

- TF (10). (Pursuant to Chapter 351. 055(6)

and 351.085.2(4) RSMo.) - -

Very truly yours,

JUDITH K. NORIARTY Secretary of State -

Corporation Division Amendment Desk

Ltr.#62

(

STATE OF MISSOURI ROYD.BLUNr OFFicE OF SECRETARY OF STATE 14/Z57-46O9

$CRETARY OF STATE JEFFERSON CITY 65102

STATEMENT OF CFLA1GE IN NUMBER OF DI!ECTOPS Sections 351.055(6), 351.085.1f4) and 351315.3 RSMo

No filing fee - File one copy

Corporate Charter No. 40441

1. The name of the corporation is UNION ELECTRIC COMPANY

The name under which it was originally organized was

MISSOURI ELECTRIC LIGHT AND POWER COMPANY

2. Effective APRIL 26 1994 t number of persons constittinQ itS

board o directors was changed from WELVE to TEN

- - MAY lQ, I 994

7 1 Corporate Officer Date L-JAMES C. THOMPSONSECRETARY

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UNION ELECTRIC COMPANY CERTIFICATE OP RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL

Union Electric Company, a corporation organized and existing

under the laws of the State of ?lissouri, does hereby certify as

follows:

1. The name of this corporation is Union Electric Company.

2. The corporation, having from time to time redeemed

shares of its Preferred Stock, $6.30 Series, retired 260 shares

on June 1, 1994.

3, The corporation has applied $100.00 per share, being

the stated value of the Preferred Stock, $6.30 Series, or a total

of $26,000, out of its stated capital to the retirement of 260

shares of Preferred Stock, $6.30 Series.

4. As a result of Union Electric Companys retirement of

260 shares of Preferred Stock, the number of outstanding shares

of preferred stock of the corporation has decreased from

3,435,116 to 3,434,856 and the preferred stock stated capital has

been reduced from $219,199,100 to $219,173,100,

5, The assets of the corporation remaining after said

retirement of the aggregate of 260 shares of Preferred Stock were

and now are sufficient to pay any debts of this corporation, the

payment of which has not been otherwise provided for.

IN WITNESS WHEREOF, Union Electric Company has caused this

certificate to be executed, acknowledged and sworn to by DONALD

E. BRANDT, Senior Vice President, and attested by G. L.

WATERS, Assistant Secretary, and its corporate seal to be hereto

affixed, all on this 28th day of June, 1995.

UNION ELECTRIC CO Y

Senior Vice Pre ident

ATTEST:

. J]a&%

Ass istant Secretary

STATE OF MISSOURI )

) sS CITY OF ST. LOUIS )

DONALD E BPANDT, first being duly sworn, upon his oath states that he is a Senior Vice President of Union Electric Company, that as such he executed the above certificate on behalf of Union Electric Company, and that the statenients contained therein are true to the best of his knowledge, information and belief.

DonaldE Brandt

and sworn to before me this 28th day of June,

/*, J9 2

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4(

Notary Public ARARA LUNGWITZ NOTARY Pu;ic sTArE o ssou 1iY CMISSlON EXPIRES SEPT. 2. ;gçr cr1): OF ST. LOUIS

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Rfbecca 1cDoweii Cook

Sccre(ary of State If _E :E I R1F:IT ] l:l L i 1 :, :.ir1

I.. [tF-:i:J M:.;:;chE L (*n::t; rEF11 T I L1 rI tJ I [itt j [ t r T [iii I:- Si? ij:

cop ::E CF / F:ESJ! UT I LF Ut*1ON LLECTRC

A MISSOURI COi?PDRMIC)N RELAiJN 10 RE[IRU1ENT OF PREFERRED STOCK [IAVE BEEN ECEiVED IN THS OFFiCE

THE SUS1A1CE THEREOF IS RETIRE1ENT OF 260 SKAPES OF PPEFEED 3TUPK $6 3tJ ERJL

SMD RESOLUTION IS FOUkD TO CONFORfrI TO LAW

-. -.p r :

& TrIE IRTU OF THE UTHOP1T1 ETO J4 flE *k E:R J t B LAW, HEREBY S1E TH3 CE[1]F(ATE QF PE -----:; %)

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F:::: I HAVE SET MY J.LLJ )L: TPU TL :. *L:; : ICRET SEA oF

, T ri ]J:ON THIS THE 1

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) )kY;ttL L. a SeCrery øf Sta *1 L

- _L

- e WhOM ELECTRIC COMPANY CERTIFICATE OP RETIREMENT OP PREFERRED flOCK AND REDUCTION OP STATED CAPITAL

Union Electric Company, a corporation organized and existing

under the laws of the State of Missouri, does hereby certify as

follows:

1. The name of this corporation is Union Electric Company0

2. The corporation, having from time to time redeemed

shares of its Preferred Stock, $6. 30 Series, retired 260 shares

on June 1, 1995.

3. The corporation has applied $100.00 per share, being

the stated value of the Preferred Stock, $6.30 Series, or a total

of $26,000, out of its stated capital to the retirement of 260

shares of Preferred Stock, $6.30 Series.

4. As a result of Union Electric Company s retirement of

260 shares of Preferred Stock, the number of outstanding shares

of preferred stock of the corporation has decreased from

3,434,856 to 3,434,596 and the preferred stock stated capital has

been reduced from $219,173,100 to $219,147,100.

5. The assets of the corporation remaining after said

retirement of the aggregate of 260 shares of Preferred Stock were

and now are sufficient to pay any debts of this corporation, the

payment of which has not been otherwise provided for.

IN WITNESS WHEREOF, Union Electric Company has caused this

certificate to be executed, acknowledged and sworn to by DONALD

E. BRANDT, Senior Vice President, and attested by JAMES C.

THOMPSON, Secretary, and its corporate seal to be hereto affixed,

all on this 6th day of May, 1996

UNION E CTRIC C NPANY

By j% :

Seni r Vice Pre ident

ATTEST:,

FtLED AND CERTIFICATE. ISSUED

iAY 0 7 1996 STATE OF MISSOURI )

CITY OF ST. LOUIS ) SS ec( flbwttt Cd)

) ECRETAY OF STATE

DONALD E. BRNDT, first being duly sworn, upon his oath states that he is a Senior Vice President of Union Electric Company, that as such he executed the above certificateRn behalf of Union Electric Company, and that the statements conined therein are true to the best of his know)edge, informa1Von and belief.

Donald. Brandt

Subscribed and sworn to before me this 6th day of May, 1996.

BARBARA LUNGW1TZ Notary Public Notary Seal STATE OF MlSSOURI N tary Public City of St. Louis M9 Commission 1.xRIr SPtCfUb 4 gg

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1 Rebecca McDowell CookSecretary of State

CtllW1RAT ON D V I S I ON I!:: t ::

1r:: CERTIFICATE OF RLTIREMENI I, RE3ECCA NcD(ThEL CO[}K, SECRETARY OF STATE OF TH FE

STATE o CERTTF THAT LUPiICAiEi.:

1 CUP I i S OF JESOLUI IHON OF

EJ tTh ON ELECIR I C COMPKU{Y :::

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STOCK HAVF J3EN FECE1VED N HhIS OF Ct t:.. 4 THE SUflSTANC THEREOF 1S :r;;!:

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1 PREFERRED STOCK i%3O SERIES; ETiRU1ENI OF 260 SHARES OF ;:

SAm RESOLUflD IS FOUND TO CONrOi1 TO LAWS ACCORDNGLY !

D THE V!TUE OF TIlL AUTHuP[TY E1LD N M

r LAW, H[PE 1IJE H11 LEPTIFICAIF RLTIRMET O

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j N TESIIMOQi WHEREOF [ iiiv si riHAND ANJ IM?RENTED THE %REM SEAL OF

%1 THE STATE OF MSSQURI ON TH1S THE I :

k;:J:: 7 DAY OF jUL 1gE. I:

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UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITfl

Union Electric Company, a corporation organized and existing

under the laws of the State of Missouri, does hereby certify as

follows:

1. The name of this corporation is Union Electric Company.

2. The corporation, having from time to time redeemed

shares of its Preferred Stock, $6.30 Series, retired 260 shares

on June 1, 1996.

3. The corporation has applied $100.00 per share, being

the stated value of the Preferred Stock, $6.30 Series, or a total

of $26,000, out of its stated capital to the retirement of 260

shares of Preferred Stock, $6.30 Series.

4. As a result of Union Electric Companys retirement of

260 shares of Preferred Stock, the number of outstanding shares

of preferred stock of the corporation has decreased from

3,434,596 to 3,434,336 and the preferred stock stated capital has

been reduced from $219,147,100 to $219,121,100.

5. The assets of the corporation remaining after said

retirement of the aggregate of 260 shares of Preferred Stock were

and now are sufficient to pay any debts of this corporation, the

pajrment of which has not been otherwise provided for.

IN WITNESS WHEREOF, Union Electric Corapany has caused this

certificate to be executed, acknowledged and sworn to by DONALD

E. BRANDT, Senior Vice President, and attested by JAMES C.

THOMPSON, Secretary, and its corporate seal to be hereto affixed,

all on this 6th day of June, 1996.

UN ION

By

ATTEST: FILED AND CERTIFICATE ISSUED JUN 0 71996

STATE OF MISSOURI )

) 55 ECFtETA (OFSTATEPkLtt d CITY OF ST. LOUIS

DONALD E. BRANDT, first being duly sworn, upon his oath states that he is a Senior Vice President of Union Electric Conipany, that as such he executed the above certificate on behalf of Union Electric Company, and that the statements contaned therein are true to the best of his know edge, infoma n and belief

Donald E. Brandt

Subscribed and sworn to before xne this 6th day of June, 1996

a ry PubIIc cz s6 :

E *4t) 0-DEBORAH L ANZALQNE

(:.\\:ARY NOTARy PU8LfsrArE Of MISSOURI MY COMMISSION EXPIRES APR. 8, 1998ST. cj COU-y a uuuUt1! I

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Rebecca McDowell Cook

.i fr-Secretary of State CERTIFICATE OF REIIREMCWrCORPORAH ON INVISI(Th I STATE OF rnsDuRI, LO EB C[RTIfl HAT DUPLAAiEREBECCA 1cDLNELL COUY ECPETAP or SirE o THE COPIES OF RESOLUTION OF UNION ELECHUC COMPAtY

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A IIISSOURI CORPOTATJON RELATING TO RETJREr#iENT OF PREFERRED (E:;t HAVE EEEN RECEIVEEI iN TH]5 OFFICE THE SUSTAWE HFREO i3 R PEiIREMET OF 33O[iO1 SHARES (Jr PREFERPED STUt Y, 7 4 L1IE 300,1)00 SHARES OF $ 1fl %4 SPIARES OF

c; b 30 SLRIES,oOa SJ1APES cF $5 [j SERIES B

SAID RESOLUHUN IS FOUND TO COi4FOR TO LAW ACCORDIN6iY L BY THL VIf1iJ OP THE AUTHORITY VESTED 1 ME

LAW1 HFRBY SSU TflS CERTJFJCATb OF EcPE1IREMENT

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-t-;j IN TESIION WHEREOF, HAVE SCT iY

I [1ND AND H1PRINIED iH GPEAI EL F THE STATE OF tHSSQURL ON THIS THE

2-H iTR DAY OF APR!L) 1997-_-_:-i

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UNION ELECTRIC COMPANY RflflCAfl OF RETIREMENT OP PflflflED STOCK AND REDUCTION OF STATED CAPITAL

Union Sectdc Company, a corporation organized and existing under the laws ofthe State

ofMissoud, does hemby caiifr as follows:

1. The name ofthis corporation is Union Sectdc Company (hereinafter refened to as

Union Sethic.

2. (a) On Januaw 21, 1997, Union Seadc redeemed the 330,001 outstanding shares of

its Preferred Stock, $7.44 Series.

@) Union Electric has applied $100.00 per share being the stated value of the

Prthued Stock, $7.44 Series, or a total of533,000jOO. out ofks stated capital to the retirement

ofthe 330001 shares ofPre&wed Stock, $7.44 Series.

3. (a) On Januaty 21, 1997, Union Electric redeemed the 300,000 outstanding shares of

its Prefend Stock, $6.40 Series.

(b) Union Electric has applied $100.00 per share, bdng the stated value of the

Preferred Stock, $6.40 Series, or a total of$30000,000 out ofits stated capital to the retirement

ofthe 300,000 shares ofPre&rred Stock. $6.40 Series.

4. (a) On January 21, 1997, Union Electric redeemed the 6,240 outstanding shares of its

Preferred Stock, $6.30 Series.

• (ta) Union Electric has applied $100.00 per share, being the stated value of the

Preferred Stock, $6.30 Series, or a total of$624,000, out ofits stated capital to the retirement of

the 6240 shares ofPreferred Stock, $6.30 Series.

5. (a) On January 2 1, 1997 Union Electric redeemed the 3,000 outstanding shares of its

Preferred Stock, $5.50 Series B.

(1:) Union Electric has applied $100.00 per share, being the stated value of the

Preferred Stock, $5.50 Series B, or a total of$300,000, out ofits stated capital to the retirement

of the 3,000 shares ofPreferred Stock, $5.50 Series B.

6. As a result of the retirement of 63 9,24 1 aggregate number of shares of Preferred

Stock as described above, the number ofoutstanding shares ofpreferred stock ofUnion Electric

has decreased from 3,434,336 to 2,795,095 and the preferred stock stated capital has been

reduced from $219,121,100 to $155,197,000.

7. The assets ofUnion Electric remaining after said retirement ofthe aggregate of

639,24 1 shares ofPreferred Stock were and now are sufficient to pay any debts of this

corporation, the payment ofwhich has not been otherwise provided for.

iN WITNESS WHEREOF, Union Electric Company has caused this certificate to be

executed, acknowledged and sworn to by DONALD E. BRANDT, Senior Vice President, and

attested by JAMES C. THOMPSON, Secretary, and its corporate seal to be hereto affixed, all on

this 14th day ofApril, 1997.

UMON ELECTRIC COMPANY

By Senior Vice Presi ent

ATTEST: FILED AND CERTIFICATE

2 1flY)ttt

ECRETA YOFSTA E STATE OF MISSOURI )

CITY OF ST. LOUTS )) ss

DONALD E. BRANDT, first being duly sworn, upon his oath states that he is a Senior Vice President ofUnion Electric Company, that as such he executed the above certificate on behalfofUnion Electric Company, and that the statements contained therein are true to the best ofhis knowledge, information and belief

Subscribed and sworn to before me this 14th day ofApri]1, 1997.

No Public

DEBORAH L ANZALOHE NOTARY pucSThTE OF MST LOUIS COUNTY MYcmtss1oN EXPIRES APft 18, STATE OF MissouRi OFFICE OF SECRETARY OF STATE JEFFERSON CITY 65102 Jariaiy 8, 1998

Re : Ernuc aHwY (XXXOf41)

Dear Corporation:

This is to advise that on the above date we have tiled for

record in this office a Statement of Change in the number

of directors from ten(10) to

-- eleven(11) (Pursuant to Chapter 351.055(6) and

351.085.2(4) RSM0.)

Very truly yours,

REBECCA H. COOK Secretary of State

Corporation Division Axnendient Desk

Ltr.#62 STATE OF MISSOURI

ROY D BlUNT OFFiCE OF SECRETARY OF STATE 316 1 751 4609 SECRETARY Of SlATE JEFFEFSON CETY 65102

STATEMENT OF CRkNGE IN NUNBER OF DIRECTORS

Sections 351.055(6), 351O85.1(4) and 351.315.3 RSMo

No filing fee - file one copy

Corporate Charter No. 0441

1_ The name of the corporation is UNION ELECTRIC COMPANY

The name under which it was originally organized was MISSOURI ELECTRIC LIGHT AND POWER COMPANY

2. Effective December 31,1997, the number cf persons constituting its board of directors was ckanged from

. TEN (10) - to _ ELEVEN (iii

January 6L -99 rateOficer Date James C. Thompson Secretary

Form 61

STATE OF MISSOURI.. OFFICE OF SECRETARY OF STATE REBECCA COOK, Secretary Of State

ARTICLES OF MERGER FILrj.

MERGING,

ARCHMERGERINC. 0 WITH AND INTO UNION ELECTRIC COMPANY 3 1 199;

HONOBLE BECCA COOK 11 SECRETARY OF STATE i Y op STATE OF MISSOURI P.O. BOX 778 JEFFERSON CITY, MO. 65102

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned corporations certify the following:

I. That Arch Merger Inc. of Missouri

2. That Union Electric Company of Missouri

are hereby merged and that the above named Union Electric Company is the surviving corporation.

3. That the Board of Directors of Arch Merger Inc. met on August 1 1, 1995 and by resolution adopted by a majority vote of the members of such board approved the Agreement and Plan of Merger attached hereto as Exhibit I.

4. That the Board of Directors of Union Electric Company met on August 1 1, 1995 and by resolution adopted by a majority vote of the members of such board approved the Agreement and Plan of Merger attached hereto as Exhibit 1.

5. The Agreement and Plan of Merger was approved by unanimous written consent of the two shareholders of Arch Merger Inc. dated August 16, 1995.

6. The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders ofUnion Electric Company held on December 20, 1995. At such meeting there were 102,123,834 shares of common stock and 3,434,596 shares of preferred stock outstanding and entitled to vote and 75,091,584 voted in favor and 1,972,890 voted against said plan, with 28,493,956 shares abstaining or not voting.

7 PLAN OF MERGER

a. Union Electric Company ofMissouri is the survivor.

b. All ofthe property, rights, privileges, leases, and patents ofArch Merger Inc.

are to be transferred to and become the property ofUnion Electric Company, the survivor.

The officers and board ofdirectors ofthe above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.

c. The officers and board ofdirectors ofUnion Electric Company shall continue in office until their successors are duly elected and qualified under the provisions ofthe by-laws ofthe surviving corporation.

d. The outstanding shares ofArch Merger Inc. shall be exchanged for shares of Union Electric Company on the following basis: Each share ofcommon stock of Arch Merger Inc. shall be converted into one share ofcommon stock ofUnion Electric Company.

e. The articles ofincorporation of Union Electric Company shall be the articles of incorporation ofthe surviving corporation, until thereafter amended as provided by law and in such articles of incorporation.

IN WITNESS WHEREOF, these Articles ofMerger have been executed in duplicate by the aforementioned corporations as ofthe day and year hereafter acknowledged.

(NO SEAL) ARCH MERGER IN

Donald E. randt President

ATfEST:

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William E Jaude/

Secretary

CORPORATE SEAL UNION ELECTRIC COMPANY

5Ew. iviueiier President & ChiefExecutive Officer

ATTEST:

STAThOFMISSOURJ )

CITY OF ST. LOUIS )) ss

I, _s:::LbOkL L. a Notary Public, do hereby certif

that on the 31st day of December, 1997, personally

appeared before me DONALD E. BRANDT, who being by me first duly sworn, declared

that he is the President ofArch Merger Inc., that he signed the foregoing document as

President ofthe corporation, and that the statements therein contained are true.

No Public

My Commission Expires I Mvc R V -OuNW : c Q:- oivuvdSSION EXp APR. 18 1998

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STATE OF MISSOURI )

C ITY OF ST. LOUIS )) ss :r14r, Of Ms:k1_

I, eAPrk L., a Notary Public, do hereby certifr

that on the 3 i t day ofDecember, I9], personally

appeared before me C. W. MUELLER, who being by me first duly sworn, declared that he

is President and ChiefExecutive Officer ofUnion Electric Company, that he signed the

foregoing document as President and ChiefExecutive Officer ofthe corporation, and that

the statements therein contained are true.

I.

My Commission Expires:

DEBORAH L. ANZALONE :

. NTARY PULIGSTiJE Of MISSOURI ST_ LOUIS COUNTY (:ERY pU MY COMMISSION EXP!RESAPR. 18, 1998

STATE OF MISSOURI OmcE OF SECRETARY OF STATE JEFFERSON CITY 65102MEZy 4, 1998

Re : ct &mic cZNPANf (WY.41)

Dear Corporation:

This is to advise that on the above date we have filed for

record in this office a Statement of Change in the number

of directors from (11) to

-_ five (5). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSM0.)

Very truly yours,

. REBECCA M COOK

- Secretary of State

Corporation Division Amendment Desk

Ltr.#62

It

STATE OF MiSSOURI

ROY D. BLUNT OFFICE OF SECRETARY OF STATE 314 1 751-4609 SECREIAFtYOf STATE JEFFERSON CITY 6502

STATEMENT OF CHANGE IN tJMBER OF DIRECTORS

Sections 351.055(6), 351.0851(4) and 351.315.3 RSMo No filing fee - File one copy

Corporate Charter No 40441

1 - The name of the corporation is UNION ELECTRIC COMPANY

The name uner which it was originally oranized was

-.- - - MISSOURI ELCThJC LIGHT AND PfXJEJ flPANY.

2. Effective Api1 28. 1998 the number cf persons constituting is board of directors was cianged from ELEVEN to FIVE

Corporete Officer Dete James C Thompson Secretary

Forn 61 CF State of Missouri Rebecca McDowell Cook, P_o Box 7T8 Jelfcrson Citt1t&a4Ij1 V t D.

Corpora ri1:n L)iviion Statement of Change of Registered iut JUL 0 6

or Registered office

INSTRUCTIONS L Th 1ht I for this diartg is harge mint t ikd DUPLICATE

2. PO Bo b used in conjunction with Srr. Rot or Highway.

t Aeu ard addx LIS bC m t}e Sit f Miw-i.

t U a coITrdbn %iiicers (r1!sidflt UT vke ptsident a;ELd crtzy or a5StaIL ceayJ ani igTt dpridr jc prdeC sgiaw1 must noathd

& II 1imitd paWLshipfr neri prner muse iti rnd have th& igni*irr niücd.

charter No.

The iwderig7ed corxaioi cir 1Iried parnersiiip, crganized nd nti i d th bw id th State of of Mi&OUfl, w the Mjujj Ui1arm Liraitd Prrerp Iw rprerus that:for thr puire of thangi its rgtercd agtIt Th Gene& and Bunc Crpr uon Art

ii) The D3

, thf corpoioa1ti p?rtthip i

-- Ujori Ejcrric Coipary

{2) Th tirne f is tegstesed agen before this. chme i:

w t 1 iam L JaL2d

(3) The )rnf cJ the iw rgistred agent i:

(4 Thr afr in(luding ee number, i xiy, of its reürcd offici bfrn this chn i:

k teired offi i]udj rei urnbi i any change i o b mad hcrebv CHANGED TO:

The addrs d f r5td ofiice nd ddrss o the buincs rifi cf rEerd nt..s chigd wi] be id!mcA1.

Such chane w uTicr12d b resokuor duh doped hr the &iard ot dirtcr ol th wporuan nr by the 11atid prirship

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TN WiTNESS WHE1OF. the uiiid cporüoii ar Iiitd arthip ud th repc r b excu1 in ame g5 Prr;deni cii j th 4xrporann, cr Ciri Pa ur o the liwd pztnthip auEted tc by die as51tiflt 5eicT4*Iy ii a tiprtmn ijj the day F

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IN WUTh:ESS 1HKEOF I have htuut t my hd ad 1 day an yr te1r itteii.

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C!ORPORATION DIV1 F ION CRTIFICATh OF RETiRKi!E4r

J_ REBECCF M,::tWDWSLL CX)F Secrcry of Statc f the 1 -3r:;e.if do hereby ct.!rt.: ty }ii-dULi I ccieE of rco]atioi *:f

UNION JLFCTR1C COMPAtIY

a Misiouri oporaLicn relatin!r t PZflPENT OF PREFFk1ED sTOc have been received ii this cffice.

Thc ibtanc terf i:

RETIRINC:; ],657SOO SiLARE OF IT PRFERREP S7OCY $1.7S SERIES

Scijd rO1UtiOfl tounci to contorm to law.AccORDINGLY I by the virtue f Lhe authori.ty vc&t.ed in me by law y-]y jq thi Certiticate of RETTPEPtINT - C

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TN TESTIMONY WHEREOF, I have et iy ht:m! id -iiitpriiit:i 1:bc CThRAT SEAL üf thc Stie *Dt M;ouri, r3.r Lhi, 2nd day DECHIER1 2t02

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i:c i UNION ELEflRIC COMPANY PREFERRED STOQ( AND REDUCTIONCERTIFICATE OF RETIREMENT OF

OF STATED CAPITAL

Union Electric Company. a corporatIon oipanlzed and eimffrig under the laws of

the State of Missouri, does hemby certIfy as fdbws

I. The name &thb corporation is UnIon ElectrIc Company.

2.(a) On September 23, 2002, UnIon Becklc Company redeemed the

I,657,500 outstanding shams of Is Pmfermd Stock, $1.735 SerIes.

(b) Unmn ElectrIc Company has applIed $25.00 per share, beIng the Sled

value of the Preferred Stock, $1.735 SerIes, or a loW of $41.437,500, out of lb Sled

capilal to the retIrement of the I,657,500 shares of PMewed Stock, $1.735 SerIes.

3. As a result of the retirement of 1,657,500 shares of Preferred Slock as

descrIbed above, the number of outstanding shares of preferred slock of Unbn Elethb

Company has decreased from 2,795,095 Ia 1,137,595 and the preferred stock Sled

caI has been reduced from $155,197,000 lo $113,759,500.

4. The assets of Unbn ElectrIc Company remaInIng after saId rdlmment of

the I,657,500 shares of Prefewed Sloth were and ne are suffident Ia pay any debts of

this corporation, the payment of which has not bçen otherwise provided for.

//

IN WITNESS WHEREOF, Union Elecffic Company has caused this ceificate to

/be executed, acknowledged and sworn to by Jerre E. Birdsong, Vice President and

Treasurer, and attested by Steven R. Sullivan, Secretary, and its corporate seal to be

hereto affixed, all on this ZUday of November, 2002.

UNION ELECTRIC COMPANY

BY%1 gLrz

. e President and Trea9rer

ATTEST:

Secretary DEC 0 2 IOOZ

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SECRETARTOF STAT STATE OF MISSOURI )

CITYOFST.LOUIS )) SS

JERRE E. BIRDSONG, first being duly sworn, upon his oath states that he is the Vice President and Treasurer of Union Electric Company, that as such he executed the above certificate on behalf of Union Electric Company, and that the statements contained therein are true to the best of his knowledge, information and belief.

(rre E. Birdsohg (J/;,AZ

Subscribed and sworn to before me this? day of November, 2002.

2L4eg Notary Public

[ CAROLA.HEAD I NotaryPub&NotaiySea1 I STATE OFMJSSOURJ 1,c. &pfres: Sept. 23, 2006I $LQiarksCemty MUVU

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Cm Office of the Secretary of State State of Missouri MATf BLUNT Jefferson City CORPORATIONS DWISION SECRETARY Of STATE 65101 (866) 223-6535 TOLL FREE

May 28, 2004

Ameren Services One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63166-6149

RE: UNION ELECTRIC COMPANY 00040441

Dear Corporation:

This is to advise that on the above date we have filed for record in this office a Statement ofChange in the number ofdirectors from five (5) to eleven (1 1).

(Pursuant to Chapter 35 1.055 (6) and 35 1.085.2 (4) RSMo.)

Denise Gent P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mogov Nc Nurnlicir: oitipi 1:ate flIed: 0!282iI400040441 Matt Blunt

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Slatemeni of Coae*tOfl I FState QI Mssoi Office of the Secretary of State State of Missouri MATT BLUNT Jefferson City CORPORATIONS DIVISION SECRETARY OF STATE 65 1 01 (866) 223-6535 TOLL FREE

May 28, 2004

UNION ELECTRIC COMPANY One Ameren Plaza 1901 Chouteau Ave St. Louis, MO 63103

RE: UNION ELECTRIC COMPANY 00040441

Dear Corporation:

This is to advise that on the above date we have filed for record in this office a Statement of Change in the number of directors from eleven (1 1) to six (6).

(Pursuant to Chapter 351.055 (6) and 35 1 085.2 (4) RSMo.)

Denise Gent P.O.Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mQgov Fe Number: 20M15421104 Date Fted: O5f282GO4OO4Q441

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_) 1J a I CHESTER J CULVER STATEMENT OF CIfANGE OF REGISTERED OFFICE Secretary of State ANQIOR

&at of Iowa REGISTERED AGENT

PLrUant to IDw 14W. uidrsgi ubrriit this Sbternn o hat th buine ntiys rgster oe anr rterd ant Iowa. Read th ItSrRUCTOS o the bk wfii form foie cipFrfrng t rtd ignir 11w

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Th iern f IEW rstred AGENT : Larry A Wirnan

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Office ofthe Secretary of State State of Miun ROBIN CARNAHAN Jeftrn City CORPORATIONS DWISON SECRETARY OF STATE 65lQ (66) 223-653 TOLL FREE

March 14 2011

Ameteii Eflergy 1901 Choxtu Ave.. P0 x 661 49 St Louisa MO 6316

RE: UNION ELECTRIC COMPANY 00040441

Deer Corporafton:

This to that em the kve &ate ffl ft fljç of Chnge the rittmber ofdireetors from six (6) to five (5).

(Pursuant to Chapter 15 1 055 6) atd 5 1 085.2 (4) RSMoJ

Secretary of State Btsin Srvbs Diviion P_ ci 77 IeffemonCIty,MO 65102 (S66) 223 535

JAMES C! kRKPATRCK T4TE NFORMATON CENTER Gc-O?1 6OO W M] S1r P0 Box 778 Iefferscn Ciiy 6W2 Adminiith Krb ns Sric Ectkins PubIici,n Siintits Stai Arthiv SiaLe Library W,lfiir LJbry File fumbr; OO4U1 Date Fid: C3J14I2O11 Affle(8fl Robin cmkan 1 St

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R UU ELECTRIC COMPANY ckattar N; 40441

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T infam )U høKedi Marth 2, 2UhIthe rtp&t ns1ku1 bardcfdiror fc U1n Company. Charter NoW: 4044 1 was dged n six (6) o e (5. 1 wnd frrn 61 no kinger exs3 nd fom fang r Iqer teied fr fr cr thai it 1 s1r1Hy o rtron y way of th Ie1Ier we &e skIy rtW$n ofLN

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R UNION ELECTRPC COMPANYChariot No: #0441

Dt Sir ir Madam:

TN tkp flf u thar eei*e March 2 20i1! the rumbet pron ns1iitin beard ofdir1ors for thin EIP Company. Ch No : 4044 1 ws dart fran s (6) o e (5) I uiidrnd Form 81 B ngot xs4 rd a frn fiq r longer reque fr thrge: th It i str1Ny oplional inbarn. By wy cf th IeLer we are sii rtWin u IN ge

Wu ny quehQr ee n1vt rrw 1 (314) 554-202 or

Yut very niIy ctaw6; ci j hnr Copg Prieçai Legal Departme1

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V Date Fd1511%!2O11 Røbn Gmahn ary @f StaE

May 12, 2Q11

MiSoijn Seraiy of 5t evins rv vs p o zm Je!rersoi, Miss:iun 65ii

R: UNQN LEGTRIC COMPANY ChaarN 40441

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n5 is tn irform Gi thteec Apr1 21, 2011, its ar 1 rtts fr UftOfl E1eck Compriy. Charter No.: 40441, w changed fmt ve (5) t en undertnd Fm 618 r k xis ad a fm *ng is r 1nger reqred fcr tJi chne; ft striUy pia1 ifcrmait By way o1 thiS 11f, we iny ftying you 1 th chng

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CERTIFiCATE OF CORPOIWI1 kKQRDS

U:qoN ELECTPIC COMPANY

17 ROBIN CARNAHAN. Scrctarv cifthc Statc oflii State fMsitr ard Keepzr ofth Gra Sca1 thcrcf. do hrcby c&tf: that the nnxd pages cnain a fti [ irue and conp]et pv i

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IN ThSTIIONY T1Jf J j1 1Th31c1 1u1d in:prin Ii thc GREAT SEAL of thc State ofMissouri on this, the6thdayofJime. 2011 sy of S4

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On th 3Td ofliine in th year 20H. before mi ara Flirm aNot3ry Pub]i in uid for iid Stat prsoally appcircd Grejiry L Nclsoti. tht Siir Vice Ikcsidnt, Gcra Couns1 wd SccWy ofUn Etcctrii Compary. Missouri cin kaowri 1r me t be the prsoi who ecutvd the wihn drnnt and did satc that the s&iJ afnxed to th within srunit is the corpcrat 1 ofsaid cpcraton and that sa iiruinetu iid d sekd it behaJftfaid corjxtin by th&rity ofi Bocrd ofDirec*rs. nd ackzwkdgd t me that he exectitd the me ir the puposs therein sed

IN WtTNSS Wi{EOF I h&s brcun et my bnd and fflxc ry LifIkiLI seal in thc City *td Stair foeid, th day and yr fri aLwwe wri1irt

My Comiiéon

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