ML15364A274

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

ML15364A274
Person / Time
Site:	Callaway
Issue date:	12/22/2015
From:	Ameren Missouri, Union Electric Co
To:	Division of Security Operations
Shared Package
ML15364A268	List: ML15363A318 ML15363A319 ML15363A320 ML15363A321 ML15363A322 ML15363A323 ML15363A324 ML15363A326 ML15363A329 ML15363A330 ML15363A332 ML15364A272 ML15364A274 ULNRC-06272, Callaway, Unit 1 - Enclosure 10, Articles of Incorporation - Ameren Corporation Restated 10/17/1995 ULNRC-06272, Callaway, Unit 1 - Enclosure 11, Ameren Corporation By-Laws Effective 12/11/2015 ULNRC-06272, Callaway, Unit 1 - Enclosure 14, Union Electric Company - Information Statement 2015 ULNRC-06272, Callaway, Unit 1 - Enclosure 15, Articles of Incorporation - Missouri Electric Light and Power Company Dated 11/20/1922 ULNRC-06272, Callaway, Unit 1 - Enclosure 17, By-Laws of Union Electric Company as Amended to 12/10/2010 ULNRC-06272, Callaway, Unit 1 - Enclosure 3, 2015 Proxy Statement of Ameren Corporation ULNRC-06272, Callaway, Unit 1 - Enclosure 4, 2015 Ameren 2014 Annual Report (Filed 03/02/2015 Includes 2014 Form 10-K) ULNRC-06272, Callaway, Unit 1 - Enclosure 5, 10-K Filed Period 12/31/2014 ULNRC-06272, Callaway, Unit 1 - Enclosure 6, 10-Q Filed Period 03/31/2015, ULNRC-06272, Callaway, Unit 1 - Enclosure 7, 10-Q Filed Period 06/30/2015 ULNRC-06272, Callaway, Unit 1 - Enclosure 8, 10-Q Filed Period 09/30/2015 ULNRC-06272, Callaway, Unit 1 - Enclosure 9, Articles of Incorporation - Ameren Corporation Dated 08/07/1995 ULNRC-06272, Callaway, Unit 1 - Foreign Ownership Control or Influence (FOCI) ULNRC-06272, Foreign Ownership Control or Influence (FOCI)
References
ULNRC-06272
Download: ML15364A274 (67)

Text

Enclosure 16 to ULNRC-06272 Articles of Incorporation Union Electric Company Restated 04/12/1994

Enclosure 16 4pCO6272 a di 4O 4

F1 OFMISSo Judith K. Moriarty SECRETARY OF STATE CORPORATION DIVISION RESTATED ARTiCLES OF iNCORPORATiON WHEREAS UNION ELECTRIC COMPANY A CORPORATION ORGAN]ZED UNDER THE GENERAL AND BUSINESS CoRPORATION LAW HAS FILED IN THE OFFICE OF THE SECRETARY OF STATE DUPLICATE ORiGINALS OF RESTATED ARTICLES OF INCORPORATION AND HAS, iN ALL RESPECTS, COMPLIED WITH THE REOUIREMENTS OF THE GENERAL AND BUSINESS CORPORATION LAW GOVERNING RESTATED ARTICLES OF INc0RPRATI0N, AND THAT SAID RESTATED ARTICLES SUPERCEDE THE ORIGINAL ARTIcLEs OF INCORPORATION AND ALL AMENDMENTS THERETO 5S55 jti Q,. * * . 4 -,

I HAVE SET MY L4 -. :

IN TESTIMONY WHEREOF, HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OF MISSOURI, ON THIS, THE 12TH DAY OF APRIL, 199.

Srcrclan of tntc

$20.00 6

to ULNRC-06272 RESTATED ARTICLES OF I NCORPORATJON OF UNION ELECTRIC COMPANY ed, the Pursuant to the provisions of Section 357.706, R.S.Mo. 7986, as amend s oration.

undersigned Corporation adopts the following Restated Article of Incorp FIRST ANY.

That the name of the Corporation shall be UNION ELECTRIC COMP SECOND ri shall be 1901 That the registered office of the Corporation in the State of Missou the registered agent at such address Chouteau Avenue, St. Louis, Missouri 63103, and the name of shall be William E. Jaudes.

THIRD authority to issue Is That the aggregate number of shares which the Corporation has the without par value, 7,500,000 shares of 182,500,000 classified into 25,000.000 shares of Preferred Stock 0,000 shares of Common Stock with Preference Stock with the pat value of $7 per share, and 150,00 the par value of $5 per share.

in series as follows:

(a) The Preferred Stock has heretofore been, or shall be, issued in the following (1) The Preterred Stock has heretofore been issued and is outstanding Series; 330,001 shares of Preferred amounts and series: 330,000 shares of Preferred Stock, $7.64 Series; 7,020 shares of Preferred Stock, $7.44 Series; 300,000 shares of Preferred Stock. $6.40 Series A; 3.000 shares of Preferred Stock, $6.30 Series; 14,000 shares of Preferred Stock. $5.50 Series; 200,000 shares of Preferred Stock, $5.50 Series B; 20,000 shares of Preferred Stock, $4.75 Series; 40,000 shares of Preferred Stock, $4.56 Series; 213,595 shares of Preferred Stock. $4.50 Series; 40,000 shares of Preferred Stock, $4.30 Series; 150,000 shares of Preferred Stock, $4.00 Series; and 1,657,500 shares of Stock, $3.70 Series; 730,000 shares of Preferred Stock, $3.50 d rates per share for such series; Preferred Stock, $1 .735 Series. The respective annual dividen cumulative dates from which the respective dates (hereinafter in this paragraph (1) called record date for the first dividend dividends on all shares of such series issued prior to the tion prices per share for such series payment date shall be cumulative; the respective redemp tive amounts (hereinafter in this (exclusive of accrued and unpaid dividends); and the respec ive of accrued and unpaid dividends) for paragraph (1) called liquidation prices) per share (exclus ary or involuntary dissolution, such series payable to the holders thereof in case of volunt as heretofore fixed by the Board of liquidation or winding up of the affairs of the Corporation; all Directors as follows:

6 to ULNRC-06272 Voluntary Involuntary Sinking Redemption Uq uidation Liquidation Fund Dividend Cumulative Price Price Price Provisions Series Rate Date (I) (I) 700.00 None

$7.64 7.64 1179/93 107.00 107.00 100.00 None

$7.44 7.44 72/20/72 101.50 101.50 100.00 None

$6.40 6.40 11/15/67 100.00 100.00 100.00 (ii)

$6.30 6.30 12/30/83 170.00 710.00 100.00 None

$5.50 A 5.50 12/30/63 103.50 103.50 100.00 None

$5.50 B 5.50 12/30/83 1 02.176 102.176 100.00 None

$4.75 4.75 12/30/83 102.47 102.47 100.00 None

$4.56 4.56 11/15/63 110.00 105.50 100.00 None

$4.50 4.50 5/15/4 1 105.00 105.00 100.00 None

$4.30 4.30 12/30/83 705.625 105.625 100.00 None

$4.00 4.00 8/15/49 104.75 104.75 100.00 None

$3.70 3.70 8/15/45 110.00 170.00 100.00 None

$3.50 3.50 5/1 5/46 (iii) (iii) 25.00 None

$1.735 1.735 8/11/93 ed on February (I) Not redeemable prior to February 15, 2003; $103.82 it redeem

$703.40 if redeemed on February 15,

15. 2003 or thereafter and prior to February 15. 2004; 7 if redeemed on February 15, 2004 or thereafter and prior to February 15, 2005; $102.9 5 if redeemed on February 15, 2005 or thereafter and prior to February 15, 2006; $702.5 2 if redeemed on February 15, 2006 or thereafter and prior to February 15, 2007; $102.1 0 if redeemed on February 15, 2007 or thereafter and prior to February 15, 2008; $101.7 7 if redeemed on February 15, 2008 or thereafter and prior to February 15, 2009; $101.2 5 if redeemed on February 15, 2009 or thereafter and prior to February 75, 2010; $100.8 ii redeemed on February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 0 if redeemed on February 15, 2011 or thereafter and prior to February 15, 2012; $100.0 2012 or thereafter.

Series, shall be (ii) That so long as any shares of Preferred Stock, $6.30 tion at $100.00 per share plus outstanding, the Company shall retire annually by redemp tion, on June 7 in each year accrued and unpaid dividends to the date of redemp ed Stock, $6.30 Series; that shares of beginning with June 1, 1984. 260 shares of Preferr tion shall be selected pro rata from the Preferred Stock, $6.30 Series, selected for redemp

$6.30 Series, redeemed pursuant to holders thereof; and that shares of Preferred Stock, ed shares of Preferred Stock of the this paragraph shall become authorized and unissu Company.

August 1, 1998 or (iii) Not redeemable prior to August 7, 1998; $25.00 on thereafter.

t to the provisions of (2) Additional shares of the Preferred Stock may, subjec as additional shares of Preferred Stock paragraphs (1) and (6) of subdivision (k) below, be issued 6

to ULNRC-06272 rred Stock, as shares of one or mote other series of Prefe of any of the series designated above or utions from as shall be set forth in the resolution or resol with such distinctive serial designations or in such ctors providing for the issue of such stock time to time adopted by the Board of Dire such stock as may be required by law; and in any other instrument providing for the issue of such ct to each ument, as the case may be, with respe resolution or resolutions or such other instr d of r than the series designated above) the Boar particular series of the Preferred Stock (othe itted by law, d to fix, to the extent which may be perm Directors is hereby expressly authorize series which shall not exceed $8 fi) the annual dividend rate for the particular to ends on all shares of such series issued prior per share, and the date from which divid ent date shall be cumulative; the record date for the first dividend paym cular series which (exclusive of (ii) the redemption price per share for the parti exceed $120 per share; accrued and unpaid dividends) shall not lusive of accrued and unpaid (iii) the amount or amounts per share (exc lution, ble to the holders thereof in case of disso dividends) for the particular series paya amounts the Corporation, but such amount or liquidation or winding up of the affairs of shall not exceed $120 per share; h shares of the particular series (iv) the terms and conditions, if any, upon whic ding the able for, shares of any other class, inclu shall be convertible into, or exchange stment ersion or exchange and the terms of adju price or prices or the rate or rates of conv thereof, if any; created for the purchase or (v) the terms and amount of any sinking fund rred Stock; and redemption of the particular series of Prefe ictive or other provisions relating to, (vi) any other characteristics of, and any restr the Articles of s not inconsistent with the provisions of the shares of each particular serie to fix.

d of Directors may by law be permitted incorporation, as amended, as the Boar r in all respects one series shall be identical with each othe All shares of Preferred Stock of any all shares ot all ends thereon shall be cumulative; and except as to the date from which divid regardless of series, and dividends and assets with each other, series shall be of equal rank as to provided.

all other respects except as hereinbefore shall be identical with each other in apart for Stock shall be paid or declared or set fb) Before any dividends on the Common entitled to receive, but the hold ers of the Prefe rred Stock at the time outstanding shall be payment, ration of dividends, any funds legally available for the decla only when and as declared, out of ified with respect to the ulati ve cash divid ends at the respective annual rates hereinbefore spec cum other series, at Stoc k desig nated abov e, or, in the case ot Preferred Stock of any series of Prefe rred Board of Directors as particular series theretofore fixed by the the annual dividend rate for the 6

to ULNRC-D6272 fifteenth days of February, May, August, and heteinbefore provided, payable quarter-yearly on the the respective dates, not exceeding forty days November in each year, to stockholders of record on purpose by the Board of Directors in advance of preceding such dividend payment dates, fixed for the nds on shares of the Preferred Stock shall be the payment of each particular dividend. Such divide cumulative, on the shares of such series.

(1) if issued prior to the record date for the first dividend nated above, from the respective dates then, in the case of the series of Preferred Stock desig the case of Preferred Stock of any other series, hereinbefore specified with respect thereto, or, in the Board of Directors as hereinbefore provided; from the date theretofore fixed for the purpose by after a record date for a (2) if issued duting the period commencing immediately nt date tot such dividend, then from said last dividend and terminating at the close of the payme mentioned dividend payment date; and nt date next preceding the date of (3) otheiwise from the quarter-yearly dividend payme issue of such shares; all s of the Preferred Stock shall not have been paid for so that if dividends on all outstanding share full dividends thereon for the current quarter-yearly past quarter-yearly dividend periods, and the declared and set apart for payment, the deficiency shall dividend period shall not have been paid, or red and set apart for payment, but without interect on be fully paid or dividends equal thereto decla on shall be declared or any distribution made on the Comm cumulative dividends, before any dividends other shall not be entitled to receive any dividends thereon Stock. The holders of the Preferred Stock fb).

than the dividends referred to in this subdivision Directors, may redeem the whoe or any (C) The Corporation, at the option of the Board of tanding, or the whole or any part of any series thereof, at part of the Preferred Stock at the time outs above, the case of the series of Preferred Stock designated any time or from time to time, by paying, in specified with respect thereto, or, in the case of the respective redemption prices hereinbefore such redemption price lherefor as shall have been fixed Preferred Stock of any other series, by paying so provided, together with a sum, in the case of each share by the Board of Directors as hereinbefore is a dividend rate for the series of which the particular share to be redeemed, computed at the annual such share became cumulative to the date fixed for such part from the date from which dividends on ds theretofore or on such redemption date paid thereon redemption, less the aggregate of the dividen of two given by publication, published at least once in each Notice of every such redemption shall be ral in the English language and published and of gene calendar weeks in a daily newspaper printed ed and City of New York, and in a like newspaper publish circulation in the Borough of Manhattan, The and Missouri, the first publication to be at least thirty days of generaJ circulation in the City of St. Louis, for such redemption. At least thirty days and not more not more than sixty days prior to the date fixed 6

to ULNRC-06272 shall also be mailed to the holders of record than sixty days previous notice of every such redemption addresses as the same shall appear on the of the Preferred Stock to be redeemed, at their respective nor any defect therein or in the mailing books of the Corporation; but no failure to mail such notice tion of any shares of the Preferred thereof shall affect the validity of the proceedings tor the redemp part only of any series of the Preferred Stock Stock so to be redeemed. In case of the redemption of a lot or in such other manner as the Board of at the time outstanding, the Corporation shall select by ed. The Board of Directors shall have full power Directors may determine, the shares so to be redeem herein contained, to prescribe the manner In and authority, subject to the limitations and provisions Preferred Stock shall be redeemed from time to which and the terms and conditions upon which the given by publication, and it on or before the time. If such notice of redemption shall have been duly ary for such redemption shall have been set redemption date specified in such notice all funds necess ing that any certificate for the shares of the aside so as to be available thecefot, then, notwithstand been surrendered for redemption, the shares Preferred Stock so called for redemption shall not have ding in the hands of the persons who are the represented thereby shall no longer be deemed outstan tion, the right of such holders to receive dividends holders thereof immediately preceding such redemp date of redemption so fixed, and all rights of such thereon shall cease to accrue from and after the so called for redemption shalt forthwith on such holders with respect to such shares of Preferred Stock the right of such holders to receive the amount redemption date cease and terminate, except only t; provided, however, that the Corporation may, payable upon redemption thereof, but without interes redemption, or giving irrevocable Instructions after giving the first notice by publication of any such in such notice, deposit in trust, for the account of therefor, and prior to the redemption date specified with a bank or trust company in good standing, the holders of the Preferred Stock to be redeemed, America or of the State of New York, doing business organized under the laws of the United States of York, having a capital, surplus and undivided profits in the Borough of Manhattan, The City of New for such redemption, and thereupon all shares of aggregating at least $5,000,000, all funds necessary t shall have been made shall no longer be the Preferred Stock with respect to which such deposi holders, and alt rights of such holders with respect to deemed to be outstanding in the hands of such such deposit in trust cease and terminate, except such shares of Preferred Stock shall forthwith upon t payable upon the redemption thereof, but without only the right of such holders to receive the amoun redeemed at any time may. in the discretion of the interest. All or any shares of the Preferred Stock by law, be reissued or otherwise disposed of at any time Board of Directors and to the extent permitted these Articles of Incorporation, as amended.

or from time to time subject to the provisions of g up of the affairs of the Corporation, (U) In the event of any liquidation, dissolution or windin holders of the Common Stock, the holders of shares then before any distribution shall be made to the shall be entitled to be paid in cash, in the case of the of the Preferred Stock at the time outstanding 6

to ULNRC-06272 t

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

fe) Unless and until four quarter-yearly dividends payable on the Preferred Stock shall be In of Preferred Stock, default, in whole or in part, every stockholder shall have one vote for each share s, ing the election of and one vote for each share of Common Stock, held by him, on all matter includ oration, as amended. If Directors, except as otherwise provided by Jaw or by these Articles of Incorp e on the Preferred Stock and when four quarter-yearly dividends (whether or not consecutive) payabl for each share of shall be in default, in whole or in part, every stockholder shall have one vote on all matters except the Preferred Stock, and one vote for each share of Common Stock, held by him, shall thereupon, and election of Directors, and in such case the number of Directors of the Corporation ed in and pursuant until such default shall have been remedied, be two more than the number specifi the Preferred Stock at the to Article Fifth of the Articles of Incorporation, as amended, the holders of the two additional time outstanding, voting separately as a class, shall become entitled to elect thereafter during the members of the Board of Directors, and at each annual election of Directors tely as a class, shall be continuance of such default the holders of the Preferred Stock, voting separa Common Stock, voting entitled to elect two members of the Board of Directors and the holders of the Corporation. However, if separately as a class, shall be entitled to elect the remaining Directors of the ding shall thereafter be paid and when all dividends then in default on the Preferred Stock then outstan available therefor as soon as (and such dividends shall be declared and paid out of any funds legally d such special right herein reasonably practicable), the Preferred Stock shall thereupon be diveste of of the Preferred Stock provided for to elect such members of the Board of Directors, the voting power ence of such default, and and the Common Stock shall revert to the status existing before the occurr r specified in and pursuant to the number of Directors of the Corporation shall again be the numbe t to the same provisions for Article Fifth of the Articles of Incorporation, as amended; but always subjec future default or defaults. A vesting such special rights in the Preferred Stock in case of any similar s of the Preferred Stock shall vote as meeting of the holders of the Preferred Stock, at which the holder to elect such two additional a class, shall be held at any time after the accrual of such special right the By-laws for a special members of the Board of Directors, upon notice similar to that provided in

Enclosure 16 to ULNRC-06272 meeting, upon call by the holders of not less than 1.000 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 ot 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 tight shall forthwith terminate.

Whenever Directors are elected by the stockholders by classes, pursuant to this subdivision fe), 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 their successors shall be elected and qualified.

(I) In all elections for Directors, each shareholder shalt have the tight 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 Stoci;, 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 or by the Artictes of tncorporation, 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 6

to ULNRC-06272 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 matter of right to subscribe for or purchase any part of any new or additional issue ot stock or securities convertible into stock, of any class whatever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.

fi) Upon the issuance for money or other consideration of any shares of capital stock of the Corporation or of any securities convertible 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 matter of right 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 disposition 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 shall agree promptly to make a public offering thereof, or (3) The issue thereof in connection with (a) any dMdend reinvestment, stock purchase or other plan 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 fb) 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 exchangeable 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 convertible into or exchangeable for Common Stock) on behalf of, or for the account or benefit of, such employees 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 shall 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

Enclosure 16 to ULNRC-06272 purpose) of the holders of a majority of the shares of Common Stock then outstanding and entitled to vote.

such shares 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 fractional 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 sale, underwriting or purchase of such shares by underwriters or dealers as may lawfully be paid by the Corporation) to the purchaset 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.

U) 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 fk) and fn) 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 Preterred 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 practicn, 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 6

to ULNRC-06272 over the Preferred Stock as to assets or dividends, 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 the Corporation during such period on stock of any subsidiary of the Corporation in excess of the net earnings of such subsidiary for such period available therefor, computed in accordance with good accounting practice, shall be included only to the extent of such net earnings ot such subsidiary; or (2) create any class of stock which shall be preferred as to dividends or assets over the Preferred Stock; or (3) increase the authorized number of shares ot the Preferred Stock; or (4) reclassiry outstanding shares of stock of any class ranking junior to the Preferred Stock as to assets or dividends, wholly or partially, into shares of stock of any class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends; or (5) make any distribution out of capital or capital 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 ranking junior 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 amount 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 shall be the pat value thereof, and stated capital represented by any preferred stock without par value shall 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 dividends) in preference to the Common Stock upon involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whichever is greater; as but any such action requiring such affirmative consent of the holders of the Preferred Stock, provided in this subdivision (k), may be taken with such vote or consent of stockholders as may at the a meeting or time be required by law, but with at least the affirmative consent (given in writing without ot the aggregate number by vote at a meeting duly called for the purpose) of the holders of two.thirds outstanding for any of shares of Preferred Stock then outstanding. Stock shall not be considered to be of Directors shall have of the purposes of this subdivision (k) or of subdivision U) above, if the Board have been determined to redeem such stock and if the first publication ot notice of redemption shall

Enclosure 16 to ULNRC-Q6272 11 made, or irrevocable instructions given thetefor, arid all funds necessary for such redemption shall have been deposited in trust for such purpose.

(I) No amendment to the Articles of Incorporation which would change the provisions of the foregoing subdMsions (f, (g) or (I) in any manner substantially prejudicial to the holders of any class of stock, shalt be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) ot the holders of at least two-thirds or 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 shalt at the time be required by the Articles of Incorporation, as amended.

fn) Subject to the provisions of subdivisions ). (k), (I) and (m) hereof, the Corporation reserves the right to amend, alter, change or repeal, to the extent 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 dMdends 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 stockholders as from time to time may be required by law, and all rights herein conferred upon the shareholders ate granted subject to this reservation.

fo) Subject to the provisions of subdivision fk) 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 from time to time of shares of its capita) stock without par value shalt 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.

Endosute 16 to ULNRC-06272

- 12 -

(p) The Preference Stock shall have, or be subject to. as the case may be, the foflo wing preferences, rights, privileges and restr ictions:

Manner of Issue - Seties - 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 Prefe rence 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 shares which shall constitute such series; of (2) the annual dividend rate for the particular series, the dates of payment of divid ends 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 share s of a particular series; (4) the amount or amounts per share (exclusiv e of accrued and unpaid dividends) the particular series payable to the holders for thereof in case of dissolution, liquidatio n or winding up of the affairs of the Corporation; (5) the terms and conditions, if any, upon whic h shares of the particular series shall convertible into, or exchangeable for, share be s of any stock of junior rank, with respe ct to dividends and assets, including the price or prices or the rate or rates of conversion or exch ange and the terms of adjustment thereof, if any; (6) the terms and amount of any sinking fund created for the purchase or redemption the shares of any particular series; and of (7) any other characteristics of, and any restr ictive or other provisions relating to, the shares of each particular series not inconsist ent 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 tank, 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 serie s 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, regardles s 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 Board of Directors at the time of the creation of such series, paya ble 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 divid ends shall be subject to the dividend and sinking fund 6

to ULNRC-06272 73 -

provisions of the Preferred Stock. Dividends on the Preference Stock shalt be cumulative, and no dividends shall be declared or paid, or any distribution made, on Common Stock, other than a dividend payable in Common Stock, unless and until full dividends on the outstanding Preterence Stock shall 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 Preference Stock shall accrue from and be cumulative from such date as may be fixed by the Board of Directors at the time of the creation of such series, except that dividends on shares of Preference Stock of any series, which are issued after the initial issue of shares of such series, shall accrue from and be cumulative from such date as may be Axed by the Board of Directors at the time of issuance of such additional shares.

Redemption If so provided by the Board of Directors upon the creation of any series of 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 time 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 Directors 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 all 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 shall be effected unless (1) full dividends on all outstanding shares of Preferred Stock and Preference Stock for all past dividend periods shall have been paid, or declared and a sufficient sum set apart for the payment thereof, and (2) all obligations of the Corporation, if any, with respect to the redemption or purchase of shares of Preferred Stock and Preference Stock in accord ance with the requirements of any sinking fund have been met.

Liquidation, Dissolution and Winding Up of the Affairs of the Corporation In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, but only after full payment has been made 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 apart for such payment, the holders of shares of each series of Preference Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of the Common Stock, the amount fixed by the Board of Directors in creating such series, plus an amount equal to alt unpaid dividends accrued thereon to the date Axed for such payment to the holders of Preference Stock.

Voting Riqj - Except as otherwise provided in these Articles of Incorporation, as amended, each holder of Preference Stock shall be entitled at all meetings of shareholders of the 6

to ULNRC-06272 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 Incorporation 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 Rights - No holder of shares of any series of the Preference Stock shall, as or such, have any preemptive or preferential right to subscribe to or purchase shares of any class into, or series of stock of the Corporation, now or hereafter authorized, or any securities convertible class or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any 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.]. 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 St. Louis, Missouri G. K. Millenberger St. Louis, Missouri R. S. King St. Louis, Missouri

Enclosure 16 to ULNRC-06272

- 15 -

Fl FH That, except as otherwise provided by the Article s of Incorporation, as amended, the number of the Board of Directors shall be fixed at eleven or at the number and in the manner provid ed by the By-laws of the Company, as amended, and written notice shall be given to the Secretary of State of Missouri of the number of the Board of Directors within thirty (30) calendar days of the fixing of such number. The Board of Directors shall have the power to make, alter, amend or repeal the laws of the Company. By.

SIXTH That the Corporation shalt have perpetual existence.

SEVENTH That the purposes for which the Corporation is formed are:

To acquire the properties, rights, privileges, franchises, business and other assets of Union Electric Company, a corporation of the State of Missou ri; To manufacture, produce, develop, generate, store, acquire, lease, purchase, sell, control, use, dispose of, transmit, distribute and supply or otherw ise utilize electricity and electrical energy or any other power or force in any form and for any purpos e whatsoever; To purchase or otherwise acquire, hold, use, operate

, sell, pledge, mortgage, lease or otherwise dispose c.1f machinery, generators, motors, lamps, plants, apparatus, devices, supplies and articles of every kind pertaining to or in anywise connec ted with the production, use, distribution, regulation, control or application of electricity or electric al energy for any and all purposes; To construct, purchase or otherwise acquire, hold, develop, use, operate, set!, lease, mortgage or otherwise dispose of hydraulic, electric and other works, water powers and the sites thereof, plants, power houses, buildings, machinery, equipments, apparatus, devices, processes transmission and distribution lines, transforming and distrib uting 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 in connection with acquiring, owning and operating any or all ol said works.

water powers or plants; To construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of reservoirs, dams, diversion stcuctures.

canals, ditches, flumes, water conduits, pipe lines, distributing or transmission lines and systems, and such other works, plants, equipments, appliances and appurtenances as may be necessary, useful or appropriate for impounding, storing, conveying, distributing and utilizing water for power, irrigati on, fire, sanitary, domestic, manufacturing and other uses, and to appropriate, divert, use, apply, sell and otherwise dispose of water for such uses; to make applications, locations, entries, selections or filings in connection therewith;

Enclosure 16 to ULNRC-06272 16-To apply for, purchase or otherwise acquire, hold, use, operate, sell, mortgage, or otherwise dispose of permits or licen ses issued by the United States or any state, territory or subdivision thereof for the purpose of constructing, operating and maintaini ng dams, water conduits, reservoirs, power houses, transmission or distribution lines, or other works or projects necessary or convenient for the development and impr ovement 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 ot water power from any dam of the United States or any state, territory or subdivision thereof; To transform power generated by hydr aulic or other plants into electrical and to transmit or otherwise dispose or other energy thereof for any and all purposes; To purchase or otherwise acquire, hold

, use, operate, sell, pledge, mortgage otherwise dispose of all water tight , lease, or s, water powers and water privileges To manufacture, acquire, purchase, sell and distribute for all purposes, natural and artificial gas, and to acquire, construct, purchase

, own, maintain, operate, sell and lease all necessary and convenient works, conduits, plants, apparatus and connections for hold ing, receMng, purifying, manufacturing, selling, utilizing and distributing natural or artificial gas; to manufacture and self 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, pur chase, 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 othe rwise 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 perso nal estate, property rights, rights of way, easements, privileges, grants, consents and franc hises, as may be necessary, appropria te or useful in connection with the business, objects and purpos es of the Corporation:

To ingage as a public utility in furtheran ce of each and all of the foregoing purposes, which are now or may hereafter become subject to the laws governing or regu lating public utilities, and to that end to be authorized to transmit, conduct or distribute, for public or priva te use, electrical energy, water, gas, steam and/or refri geration under or over, along or across highways, streets, alleys, bridges and other public places;

Enclosure 16 to ULNRC-06272 To apply for, purchase or otherwise acquire, and to hold, use, own, operate and to sell, assign or otherwise dispose ot, and to grant or receive licenses in respec t of or otherwise to turn to account any and all inventions, improvements, patents, patent rights, proces ses, 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, shares of capital stock, or any bonds, securities or eviden ce of indebtedness created by any other corporation or corporations of this state, country, nation or government, and while owner of said stock to exercise all the tights, powers and privileges of owners hip including the right to vote thereon and, to the extent now or hereafter permitted by law, to acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchange, mortga ge, pledge or otherwise dispose of, or turn to account or realize upon, and generally deal in and with, all forms of securities, including, but not by way of limitation, shares, stocks, bonds, debentures, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certific ates of interest issued or created in any and all parts of the world by corporations, associations, partner ships, firms, trustees, syndicates, individuals, governments, states, municipalities and other politic al and governmental divisions and subdivision, or by any combinations, organizations or entities whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described, and all trust, participation 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, its own stock, bonds, debentures or its other obligations or securities, or to make payment therefor by any other lawful means of payment whatsoever; to exercise any and all rights, powers and privileges of individual 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 act with respect thereto; to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any and all such securities or evidences of interest therein, and to aid by loan, subsidy, guaran ty or otherwise those issuing, creating or responsible for any such securities or evidences of interes therein t  ; to acquire or become interested in any such securities or evidences of interest therein, as aforesa id by original subscription, underwriting, loan, participation in syndicates or otherwise and irrespe ctive 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 underw rite or subscribe for the same conditionally or otherwise and either with a view to investm ent or for resale or for any other lawful purpose; To borrow money, to issue bonds, notes, debentures, or other obligations, secured or unsecured, of the Corporation, ftom time to time, for moneys borrowed or in payme nt for property

Encosure iS to ULNRC-06272 acquired or for any of the other obje cts or purposes of the Corporation; to secure the same by mortgage or mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other lien upon any or alt of the property real or personal, 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 othe r things as are incidental or conducive to the attai ning of the objects and purposes of the Corporation; and In carrying on its business and for the purp ose of attaining or furthering any of its objects, to enter into, make, perform and carry out contracts of every kind with any person, partnershi p, association, corporation, government, governmental subdivision or other body whatsoev er: 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 auth orized by the laws of the State of Miss ouri, 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 acqu ire, hold, possess, purchase, lease, mortgage and convey real and personal property to the exten t permitted by law; and To purchase, hold, sell and transfer shares of its own capital stock to such exten t and in such manner as may now or hereafter be permitted by law.

EIGHTH That the Restated Articles of Incorporation corre ctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, and supa,,de the original Articles of Incorporation and all amen dments thereto.

Dated April 7. 1994 C...J

\

UNION ELECTRIC COMPANY -

6 to ULNRC-06272 19 -

STATE OF MISSOURI SS CITY OF ST. LOUIS On this 7th day of April. 1994.

betore me appeared William E. Jaudes, to me personally known.

who, being by me duly sworn did say that he is Vice President and General Counsel of Union Electric Company, and that the seal affi xed to the foregoing instrument is the corporate seal of said Corporation and that said inst rument was adopted by the Board of Directors of said Cor poration on February 11, 1994, and was sign ed and sealed on behalf of said Corporation by authority of Its Board of Directors, and said William E. Jaudes verified said instrum ent to be the free act and deed of said corporation.

DEBORAH 1. CL NOTARY PUBLIC ARK

- STATE OF MISSOU ST. WUI RI MY COMMISSION S COUNTY EXPIRES APR. 18, 1 994

- Enclosure 16 to ULNRC-06272 State of Missouri Jefferson City Judith K Moriarty 65101 Secretary o(&ate lanes C. Thoaps tlay 11, 1994 on Union Electric 1901 (Iouteau Ave., ro Box 14 St. Louis, M) 9 63166 Re:

UNICt EW1TIC CGWANY (00040 441)

Dear Corporati on:

This is to ad vise that on th e above date for record in we have filed this office a Statement of number of dir Change in the ectors from E[VE (12)

TE (10) to (Pursuant to Chapter 351.05 and 351.085.2( 5(6)

4) RSM0.)

Very truly yo urs, JUDITH K. MOR IARTY Secretary of State Corporation Division Amendment Des k

Ltr.#62

Enclosure 16 to ULNRC-06272 STATE OF MISSOURI ROYO.BWNT SECRETARy OF STATE OFFICE OF SECRETARY OF STATE JEFFERSON CITY 65102 314/751.4609 STATEMENT OF CHANGE IN NUMBER OF DIRECTORS Sections 351.055(6),

351.085.1f4) and 351.31 5.3 RSMo No filing fee File one copy Corporate Charter No.

40441

1. The name of the cor poration is UNION ELECTRIC COMPAN Y

The name under which it was originally organi zed was MISSOURI ELECTRIC LIG HT AND POWER COMPANY

2. Effective APRIL 26. 1994 the nmiber of person board o.r directors was s constituting its change from TWELVE to TEN M 10. 1994 Form 61 1 /95

- .c2

%fi *, ..

il

- *1 Y4Ak-  :.:

.i ... .

Lu -J LL (-0 IL LU Lu Z F-Q._

L) CD IL LL CD C-)

0_i I ) uJ LU 0 Li] I F-Lu

• C...) CD c U C-) i CL C-) 0 IL F-

• I 0

. 0 0

>. i.-- >- U] CL

• 1 F- LU

-j >-u 0 I-. >- w

• : i4 LL o

<F-0 Z-<

Cl) (J Z0 F-I c OWi.

h-i CD CD LU LU CL> IL U Y4.

- Ci Z

- ** F U] U Z I C-)

(1) Lu Cl)

..d C >- f

- Z F-- LU >- U U F--

O Cl) F Z LL. W f,.. ç) < LU > F- F-

Ø_) CDL) LU CD C

) t, Q 0 C_i U Lu F- 0 LL U 0 -- C,) C) Lu 2.

• . . CD C LU C) C) 0 0 CD > Lu C_i I > CD CD C-) 0 0

2. 2.

CD 4i

2. D

< 0 U D <F-- LU 0 Lu IL L-fl I Ci .J F-F- U Ci 0 -e

• 0 IL LU LU

..] LU 44 F-CD <C CD Lu _i (.) CD Cl) F- Cl) ,i A 0 U C.D C) w o CD Cl) 0 2. C-j LU U)

C_i 0.- LU F- CL Lu F- Cl) Lu

- C 0 U Ci Z 0 U U) 0 U LL. CD 2. .

-- C U U] 0 >- z:

U) CD I

- Ci U Q )

• * < c_i U F- D U Lu 2. 1 I IL

• (_i CL > <

• C CL

_J C < U CD Ci CL C F- LU Lu 0 CD CD

• LuG Lu X LI) Z -

0 u C U)> Lu Q F- >-

I .* LI) LI) ii -

j

.. Lu LU U CD D 0 U] LU C F- C) Cl) U. Lu C/) < F

<0..

-4 1 Lu Lu C)

CD LU F- _i I-- Q L . F- C U I Ci F- .

LU F-

<>- >- U] <X O C

F ft

• c,4A

• QJdk

• J ç.. *

r. ***. **.* -

Enclosure 16 to ULNRC-06272 UNION ELECTRIC COMPAN CERTIFICATE OP RETIREM Y ENT OP PREFERRED AND REDUCTION OF STATED STOCK CAPITAL Union Electric Company, a corporation organi zed and existing under the laws of the State of Missouri, does her eby certify as follows:

1. The name of this corpor ation is Union Elec tric Company.

2. The corporation, having from time to time red eemed shares of its Preferred Stock, $6.30 Series, retired 260 shares on June 1, 1994.

3. The corporation has app lied $100.00 per sha re, 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 Sto ck, $6.30 Series.

4. As a result of Union El ectric Companys ret irement of 260 shares of Preferred Sto ck, the number of out standing shares of preferred stock of the corporation has decrea sed from 3,435,116 to 3,434,856 and the preferred stock stated capital has been reduced from $219,1 99,100 to $219,173, 100.

5. The assets of the corpor ation remaining after said retirement of the aggreg ate of 260 shares of Preferred Stock we re and now are sufficient to pay any debts of thi s corporation, the payment of which has not been otherwise provid ed for.

IN WITNESS WHEREOF, Un ion Electric Company has caused this certificate to be execut ed, acknowledged and sworn to by DONALD E. BRANDT, Senior Vice Pr esident, and attested by C. L.

Enclosure 16 to ULNRC-06272 WATERS, Assistant Secretary, and its corporate sea l to be hereto affixed, all on this 28t h day of June, 1995.

UNION ELECTRIC CO Y

By_____

Senior Vice Pre ide nt ATTEST Assistant Secretay )p)

STATE OF MISSOURI

)

SS CITY OF ST. LOUIS

)

DONALD E. BRANDT, fir st being duly sworn, states that he is a upon his oath Senior Vice President Company, that as such of Union Electric he executed the above of Union Electric Compan certificate on beha y, and that the statem lf therein are true to the ents contained best of his knowledge belief. , information and and sworn to before me this 28th day of Jun e,

I

/_-;_.

(c-i Notary Public -

aARBARA LUNGWI TZ t1OTARY PUP;.ic STATE OF MissouRi lY CMMlSSiQN EXPIRES SEPT,

2. 19 PI1 O ST. LOUIS 2

Enclosure 16 to ULNRC-06272

.1* UUJLJ.-IJ.

.. . .v:...::..

.q j_?L

• .1t *d-I-i.J c  ::

1-1

• _i

.-*(r

_SLIJLdY_1L_Q cr-...ia

• ...* **4$

a:;-

.i OF M1s0 Rebecca McDowell Cook Secretary of State CORPORATION DI SION CERTIFICATE OF REVI TIREMENT I, REBECCA McDOWELL CO STATE OF MISSOURI, OK, SECRETARY OF STATE OF DO HEREBY CERT THE COPIES OF A RESOLU IFY THAT DUPLICATE TION OF UNION ELECTRIC COMPANY A MISSOURI CORPORAT IO STOCK, HAVE BEEN RE N RELATING TO RETIREMENT OF PREFERRED CEIVED IN THIS OFFI CE.

THE SUBSTANCE THEREOF IS RETiREMENT OF 26 SHAR PREFERRED STOCK, 0 $6 ES OF

.30 SERIES SAID RESOLUTION IS FO BY THE VIRTUE OF UND TO CONFORM THE AUTHORITY VEST TO LAW. ACCORDINGLY, I, BY LAW, HEREBY ISS ED IN ME UE THIS CERTIFICA RETIREMENT TE OF iN TESTIMONY WHEREOF, HAND AND IMPRINTED 1 HAVE SET MY THE STATE OF MISSO THE GREAT SEAL OF 7TH DAY OF MAY, 1996 URI, ON THIS, THE Secretary of State

$25 .00

Enclosure 16 to ULNRC-06272 UNION ELECTRIC CO CERTIFICATE OP RE MPANY TIREMENT OF PREF AND REDUCTION OF ERRED BTOCK STATED CAPITAL Union Electric Comp any, a corporation or ganized and ex under the laws of isting the State of Miss ouri, does here by certify as follows:

1. The name of this co rporation is Un ion Electric Co mpany.

2. The corporation, having from time to time redeemed shares of its Pref erred Stock, $6.3 0 Series, retire d 260 shares on June 1, 1995.

3. The corporation ha s applied $100

.00 per share, be the stated value ing of the Preferred Stock, $6.30 Se ries, or a total of $26,000, out of its stated capita l to the retirem ent of 260 shares of Prefer red Stock, $6.30 Series.

4. As a result of Un ion Electric Co mpanys retirem 260 shares of Pref ent of erred Stock, the number of outsta nding shares of preferred stock of the corporatio n has decreased from 3,434,856 to 3,43 4,596 and the pr eferred stock st ated capital ha been reduced from s

$219,173,100 to

$219,147,100.

5. The assets of th e corporation re maining after sa retirement of th id e aggregate of 260 shares of Pr eferred Stock we and now are suff re icient to pay an y debts of this corporation, the payment of which has not been othe rwise provided for.

IN WITNESS WHER EOF, Union Elec tric Company ha s caused this certificate to be executed, acknow ledged and sworn to by DONALD E. BRANDT, Senior Vice President, and attested by JAMES C.

Enclosure 16 to ULNRC-06272 THOMPSON, Secretary, and its corporate seal to be hereto affixed, all on this 6th day of May, 1996.

UNION E CTRIC C MPANY By______

eni r Vice Pre ident ATTEST:

STATE OF MISSOURI )

CITY OF ST. LOUIS )

SS Pi..1tt Cd)

ECRETAY0TATE DONALD E. BRANDT, 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 n behalf of Union Electric Company, and that the statenents cont ned therein are true to the best of his knowledge, informa on and belief.

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

BARBARA LUNGW1IZ Not Seal 719 Notary AlAZi City ot St. Louis N

Mt CammissiGn zpkss gptcmtit 2

Enclosure 16 to ULNRC-06272 UL U9 u..

I *

.*_.q _

A .

? it I t )

• q us. .

4 .** t**

t .

OFMISso

).

Rebecca McDowell Cook Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT fr .

[-.:,

I, REBECCA McDOWELL COOK, SECRETARY OF STATE OF THE STATE OF MISSOURI, DO HEREBY CERTIFY THAI DUPLICATE

COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY A MISSOURI CORPORATION RELATING TO RETIREMENT OF PREFERRED STOCK, HAVE BEEN RECEIVED IN THIS OFFICE.

-C THE SUBSTANCE THEREOF IS: . i..:;4 i1) *.*

RETIREMENT OF 260 SHARES OF I 4J PREFERRED STOCK, $6.30 SERIES C. .

SAID RESOLUTION IS FOUND TO CONFORM TO LAW- ACCORDINGLY, I,

• ...::1 BY THE VIRTUE OF THE AUTHORITY VESTED IN ME BY LAW, HEREBY ISSUE THIS CERTIFICATE OF 1 RETIREMENT. It I.

%.S.

IN TESTIMONY WHEREOF, HAND AND IMPRINTED THE GREAT SEAL OF I HAVE SET MY )j  :**;. *4 THE STATE OF MissouRj, ON THiS, THE -4 * !:*.. 1;)

7TH DAY OF JUNE, 1996.

,.. **:I 6Z

! *.$)

Secretary of State

$25.00

• __*JI *t?7,.. *1

, c.).. . I II I *,

g JhcL_ 31 d 4,. L w A. I L * -.*. .4. ,i:L., ..,..

j; JJt jc *A .4 L.

..zi i.1 Gf flfr JQj t ..

%.. 1

. U

%k

Enclosure 16 to ULNRC-06272 UNION ELECTRIC CERTIFICATE OF RE COMPANY TIREMENT OF PREF AND REDUCTION OF ERRED STOCK STATED CAPITAL Union Electric Co mpany, a corporation organized and under the laws existing of the State of Missouri, does hereby certify follows: as

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

2. The corporation, having from tim e to time redeem shares of its Pr ed eferred Stock,

$6.30 Series, re tired 260 shares on June 1, 1996

3. The corporation has applied $100

.00 per share, the stated valu being e of the Prefer red Stock, $6.3 0 Series, or a of $26,000, out total of its stated ca pital to the re tirement of 260 shares of Prefer red Stock, $6.30 Series.

4. As a result of Union Electric Companys retir 260 shares of Pr ement of eferred Stock, the number of outstanding shar of preferred stoc es k of the corpor ation has decr eased from 3,434,596 to 3, 434,336 and the preferred stock stated capital been reduced fro has m $219,147,100 to

$219,121,100.

5. The assets of th e corporation remaining afte retirement of th r said e aggregate of 260 shares of Preferred Stoc and now are su k were fficient to pay an y debts of this corporation, th payment of which e has not been othe rwise provided for.

IN WITNESS WHER EOF, Union Elect ric Cor.ipany has caused this certificate to be executed, ac knowledged and sworn to by DO E. BRANDT, Seni NALD or Vice Presiden t, and attested by JAMES C.

Enclosure 16 to ULNRC-06272 THOMPSON, Secretary, and its corporate sea l to be hereto affixe d,

all on this 6th day of Jun e, 1996.

UNION EL TRI CO ANY By Snior Vice esident ATTEST:

FILED AND CERTIFI CAT E iSSUED JUNO 71996 STATE OF MISSOURI SS CITY OF ST. LOUIS OF STATE)

DONALD E. BRANDT, fir st being duly sworn, upo states that he is a Sen n his oath ior Vice President of Company, that as such he Union Electric executed the above certi of Union Electric Compan ficate on behalf y, and that the statem therein are true to the ents contaned best of his dn an and Donald E. Brandt Subscribed and sworn to before ne this 6th day 1996. of June, 0 ry Pub11c 6)

DEBORAH 1.

NOTARY PUBCIC.SIAANZA[QNE JE Of MISSO ST. Louis URI MY COMMISSION COUNTY

,oF MlS I,,,.

EXPIRES APR. 18, 1908 2

Enclosure 16 NRco6y2 No.

r h f rte s% 4 r ir -r-i ri tp--iP4.1r-W 1tM4?P f.1p?

L OF M1SS0

• .10...

(  :

((.**.,i.J Rebecca McDowell Cook Secretary of State

t. :t CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA MCDONELL COOK, SECRETARY OF STATE OF MissouRI, DO HER STATE OF THE EBY CERTIFY THAT DUPLICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY F 4; A MISSOURI CORPORATION RELATING STOCK, HAVE BEEN RECEIVED iN TO RETIREMENT OF PREFERRED THIS OFFICE-THE SUBSTANCE THEREOF IS:

RETIREMENT OF 330,001 SHARES SERIES, 300,000 SHARES OF $6.4OF 0 PREFERRED STOCK, $7.i SER

$6.30 SERIES g 3,000 SHARES OF $5.50IES, 6,240 SHARES OF SERIES B.

SAID RESOLUTION IS FOUND TO CONFOR BY THE VIRTUE OF THE AUTHORITY VESM TO LAW. ACCORDINGLY, I, rBY LAW, HEREBY ISSUE THIS TED IN ME i( CERTIFICATE OF RET IREMENT iC.4  ::

IN TESTIMONI WHEREOF, I HAVE SET MY

-J HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OF MISSOURI, ON THIS, THE

,j15TH DAY OF APRIL, 1997-f.Z i ;.c,,

e Qtc 9Le)l Cz4 Secretar3 of State

$25.00

., .i%..? d%. k .;Ld-.. - .%. V..%

Enclosure 16 to ULNRC-O622 UNION ELECTRIC COMPANY CERTWICATh OF RETIREMEN T OF PREFERRED STOCK AND RE DUCTION OF STATED CAPITAL Union Electric Company, a corporatio n organized and existing under the laws ofthe State of Missouri, does hereby certif as foll ows:

1. The name of this corporation is Uni on Electric Company (hereinafter referred to as Union Electric).

2. (a) On January 21, 1997, Union Electric redeemed the 330,001 out standing shares of its Preferred Stock, $7.44 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated valu e of the Preferred Stock, $7.44 Series, or a tota l of $33,000,100, out of its stated capital to the retirement of the 330,00] shares ofPreferred Sto ck, $7.44 Series.

3. (a) On January 21, 1997, Union Electric redeemed the 300,000 outstanding shares of its Preferred Stock, $6.40 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated valu e ofthe Preferred Stock, $6.40 Series, or a total of $30,000,000 out of its stat ed capital to the retirement of the 300,000 shares ofPreferred Stock, $6.40 Series.

4. (a) On January 21, 1997, Union Electric redeemed the 6,240 outstan ding shares of its Preferred Stock, $6.30 Series.

(b) 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 of its stated cap ital to the retirement of the 6,240 shares of Preferred Stock,

$6.30 Series.

Enclosure 16 to ULNRC-06272

5. (a) On January 21, 1997 Union Electric redeemed the 3,0 00 outstanding shares of its Preferred Stock, $5.50 Series B.

(b) Union Electric has applied

$100.00 per share, being the sta ted value of the Preferred Stock, $5.50 Series B, or a total of $300,000, out of its stated capital to the retire ment of the 3,000 shares of Preferred Stock, $5.50 Series B.

6. As a result of the retirement of 639,241 aggregate number of shares ofPreferred Stock as described above, the number of outstanding shares of preferred stock of Union Ele ctric has decreased from 3,434,336 to 2,795,095 and the preferred sto ck stated capital has been reduced from $219,121,100 to

$155,1 97,000.

7. The assets of Union Electric rem aining aft er said retirement of the agg regate of 639,241 shares of Preferred Sto ck were and now are sufficient to pay any debts of this corporation, the payment of wh ich has not been otherwise pro vided for.

IN WITNESS WHEREOF, Un ion Electric Company has caused this certificate to be executed, acknowledged and sw orn to by DONALD E. BRANDT

, Senior Vice President, and attested by JAMES C. THOM PSON, Secretary, and its corpor ate seat to be hereto affixed, alt on this 14th day of April, 1997.

UNION ELECTRIC COMPAN Y

Senior Vice Presi ent ATTEST:

FiLED AND CEFfl1RCATE 2

6 to ULNRC-06272 STATE OF MISSOURI

)

) S$

CiTY Of ST. LOUIS

)

DONALD E. BRANDT, first being dul y sworn upon his oath states that Vice President of Union Electric Compan he is a Senior y, that as such he executed the abo behalf of Union Electric Company, and that ve certificate on the statements contained therein are of his knowledge, information tiue to the best Subscribed and sworn to bcfbre me this 14th day ofApril, 1997.

Noxy Public C

\: o MSV DEBORM 1. ANZALONE ptijc-smw ST. LOUIS COUNT(

MYC#A1SSti EXPIRES RPP 18,199e 3

6 to ULNRC-06272 STATE OF MissouRi OFflCE OF SECRErARY OF STA TE JEFFERSON CRY 65102 Jaiiaxy 8, 1998 Re: UUC NPf (0000441)

Dear Corporation:

This is to advise tha t on the above date we have filed for record in this office a Statement of Change in the number of directors from ti (10) to eleven (U) . (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSM0.)

Very truly yours, REBECCA N. COOK Secretary of State Corporation Division Amendment Desk Ltr. #62

Enclosure 16 to ULNRC-06272 .

STATE OF MISSOURI ROY 0. BLUNT OFFICE OF SECRETARY OF SECRET*RYOFSTA1t STATE 314 / 7S146O9 JEFFERSON CITY 65102 STATEMENT OF CWNGE IN NUMBER OF DIRECTORS Sections 351.055(6),

351.085.1(4) and 351.315.3 RSMo No filing fee - File one copy Corporate Charter No.

40441

1. The name of the corpor ation is UNION ELECTRIC CC4PAN The name under which it was originally organi zed was MISSOURI ELECTRIC LIGH T AND PWER C(1PANY

2. Effective December 31, 199?

the number cf persons con board of directors was stituting its changed from TEN (10) to ELEVEN (11

)

anuarv 6. 1998 Corporate Officer Date James C. Thompson Secretary Foin 61

] /95

Enclosure 16 to ULNRC-06272

1. 00040441 M MM M .. *p OF MIS SOU Rebecca McDowell Coo k

Secretary of State CORPORATION DI fr;))

VISION CERTIFICATE OF MISSOURI CORPOR MERGER ATION SURVIVIN G

WHEREAS, Artic les of Merger of the following ARCH MERGER INC. corporations:

(#00414846)

INTO:

UNION ELECTRIC Organized and Ex CO MPANY (#00040441) isting Under Law 4- have been rece ived, found to of Missouri conform to law, and filed.

THEREFORE, I, RE Missouri, BE CC A MCDOWELL COOK issue this Cer , Secretary of merger of the af tificate of Mer State of )

orenamed corpor ger, certifying ations is effe that cted with UNION ELECTRIC COMPANY (#0 0040441) as the surviving corporation.

IN TESTIMONY WH EREOF, I HAVE SE HAND AND IMPRIN T MY TED THE GREAT SE THE STATE OF MIS AL OF SOURI, ON THIS, 31st Day of D THE ecember, 1997.

f )

, I A 1*)

tlfltl\ )J 11 LI)

s3o.oo Secretary of State

Enclosure 16 to ULNRC-06272 STATE OF MISSOURI OFFICE OF SECRETARY OF REBECCA COOK, Secretaiy Of Sta STATE te ARTICLES OF MERGER FIL&j AN*

MERGING D ARCH MERGERINC. ., CERCATE 10 WITH AND INTO UNION ELECTRIC COMPANY LiE 311 997 HONORABLE REBECCA COOK SECRETARY OF STATE 1t STATE OF MISSOURI TA tZ f P.O. BOX 778 JEFFERSON CITY, MO. 65102 Pursuant to the provisions of the Gen eral and Business Corporation Law undersigned corporations certify the of Missouri, the following:

1. That Arch Merger Inc. of Missou ri

2. That Union Electric Company of Mis souri are hereby merged and that the abo ve named Union Electric Company corporation. is the surviving

3. That the Board of Directors of Arc h Merger Inc. met on August 11, resolution adopted by a majority vot 1995 and by e of the members of such board app Agreement and Plan of Merger atta roved the ched hereto as Exhibit 1.

4. That the Board of Directors of Union Electric Company met on Aug by resolution adopted by a majorit ust 11, 1995 and y vote of the members of such board Agreement and Plan of Merger atta approved the ched hereto as Exhibit 1.

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

6. The Plan of Merger thereafter was submitted to a vote at the special mee shareholders of Union Electric Com ting of the pany held on December 20, 1995.

there were 102,123,834 shares of com At such meeting mon stock and 3,434,596 shares of outstanding and entitled to vote and preferred stock 75,091,584 voted in favor and 1,972,89 against said plan, with 28,493,956 sha 0 voted res abstaining or not voting.

6 to ULNRC-06272

7. PLANOFMERGER

a. Union Electric Compan y of Miss ouri is the survivor.

b. Mi of the property, rights are to be transferred to an , privileges, leases, and d become the property of Un patents of Arch Merger ion Electric Company, Inc.

The officers and board of dir the survivor.

ectors of the above named execute all deeds, assignme corporations are authoriz nts, and documents of every ed to effectuate a fill and complet nature which may be ne e transfer of ownership. ed ed to

c. The officers and board office until their successors of directors of Union Elec tric Company shall conti are duly elected and qualifi nue in laws of the surviving corpo ed under the provisions of ration. the by

d. The outstanding shares Union Electric Company of Arch Merger Inc. shall on the following basis: Ea be exchanged for share ch share of common sto s of Merger Inc. shall be convert ck of Arch ed into one share of comm Company. on stock of Union Elec tric

e. The articles of incorpora incorporation of the survi tion of Union Electric Comp ving corporation, until therea any shall be the articles fter amended as provided of and in such articles of inc orporation. by law

Enclosure 16 to ULNRC-06272 IN WITNESS WHEREOF, these Articles of Merger have been exe the aforementioned corporations cuted in duplicate by as of the day and year hereafter acknowledged.

(NO SEAL)

ARCH MERGER IN)ZN Donald E.flrandt President AITEST:

d%.taL (

William E. Jaude/

Secretaiy CORPORATE SEAL UNION ELECThJC COMPAN Y

C. W. Mueller President & Chief Executive Of fic er ATfEST:

Thompson

ErcIosure 16 to ULNRC-06272 STATE OF MISSOURI

)

) 55 CITY OF ST. LOUIS

)

I, L. ft..nrzk Ion a Notary Public, do hereby certify that onthe 31st dayof December ,

1997 , personally appeared before me DONALD E. BRANDT who

, being by me first duly sworn, decla red that he is the President of Arch Merger Inc., that he signed the foregoing document as President of the corporation, and that the state ments therein contained are true.

DEBORAH L My Commission Expires: NOTARY PUBI STAANZALONE T OF MISSOURI ST. LOUIs MYCOI1MJssf EXPIRCOUNTY ES APR 18,1993 STATh OF MISSOURI

)

) $S CITY OF ST. LOUIS

)

I, ck L. cioce a Notary Public, do hereby certil thatonthe 31st day of December , 19 97 ,personally appeared before me C. W. MUELLER, who bein g by me first duly sworn, declared that he is President and Chief Executive Officer of Unio n Electric Company, that he signed the foregoing document as President and Chief Exec utive Officer of the corporation, and that the statements therein contained are true.

My Commission Expires:

OBORAH L. ANZALONE

- NTARY ?ULICSTiJE OF MISSOURI ST. LOUIS COUNTY MY COMMISSION EXPIRES APR. 18,1998

Enclosure 16 tdULNRC-06272 I

STATE OF MISSOURI OmcE OF SECRErARY OF Si-ATE JEFFERSON OilY 65102 Ziy 4, 1996 Re: lUCt NKR1C (001J4(yj41)

Dear Corporation:

This is to advise th at on the above date we have filed for record in this offic e a Statement of Chang e in the number of directors from (11) to

. (Pursuant to Chapter 351.055f 6) and 351.025.2(4) RSM0.)

Very truly yours,

• REBECCA H. COOK

• Secretary of State Corporation Division Amendment Desk Ltr. f62

Enclosure 16 to ULNRC-06272 STATE OF MISsOURI ROY D. BLUNT OFFICE OF SECRETARY OF STATE SECnA Of SlATE 314/751-4609 JEFFERSON CITY 65102 STATEMENT OF CJThNGE IN NUMBER OF DIRECTORS Sections 351.055(6), 351.085.

1(6) and 351.315.3 RSMo No filing fee - File one copy Corporate Charter No. 40441

1. The name of the corporation is UNION ELECTRIC CCt1PANy The name under which it was original ly organized was MISSOURI ELECTRIC LIGHT AND P(JF R (Ct4PANY

2. Effective Apil 28. 1996 , the number cf persons consfititing is board of directors was changed from ELEVEN to FIVE April 30, 1998 Corporate Officer Date James C. Thompson Secretary For7n 61 1

Enoosure 16 to ULNRC-06272 CF State of Missouri Rebecca McDowell Cook, P.O. Box 776, Jefferson C Corporation Division ity,NJ4fl2f Vt D Statement of Change of JUL 0 6 1998 Registered *nt or Registered Office tc,_

4 ECRET.s. tD STAE iNSTRUCTIONS I. The filing fee for this change is lO.OO. Change must be file d in DUPUCATE.

2. P.O . Box may only be used in con junction with Street, Route or

3. Agent and address must be Highway.

in the State of Missouri.

4. If a corporation, officers (president or vice president presidents or vice presidents and secretary or assistant signature must be notarized. secretary) must sign, and

5. If limited partnership, gen eral partner must sign and hav e their signature notarized.

Charter No. 40441 The undersigned corporatio Missouri n or limited partnership, org for the purpose of changi anized and existing und ng its registered agent The er the laws of the State of Missouri, or the Missouri General and Business Co of Uniform Limited Partnership rporation Act Law, represents that:

(1) The name of the corporatio n/ltd. partnership is:

Union Electric Com pany (2) The name of its registered age nt before this change is:

William E. Jaudes (3) The name of the new registered agent is: J. Cook The address, including Street num ber, if any, of its registered offi ce before this change is:

191Y1 Chouteau Avenue, St. Louis, Missouri 63103

5) Its registered office (including street number, if any change is to be made) is hereby CHANGE D TO:

Nn Chnpe

5) The address of its registered offi ce and the address of the busines will be identical. s office of its registered agent.

as changed

) Such change was authorized by resolution duly adopted by the the limited partnership. board of directors of the corpor ation or by i*p. 58I2*94)

Enclosure 16 to ULNRC-06272 IN WITNESS WHEREOF, the undersigned corporation or limited partnership has in its name by its President or Vice President of the corpor caused this report o be executed ation, or General Partner of the limited attested to by the assistant seaetary if a corporation paxmership, and on the 1st day of July 98 19 Union Electric Company ot vornoe or United jmahip (CORPORATE SEAL) none By E--Q 4U1.2 or Vice Pzdrn o(axpaoa GcD&aZ Parm oC linütcd parmp

(%)

r u iu. O6i99 Staof Missouri City cFiErA!VO- S...:E fzrmTyof Si-

Barbara LunRwitz a Notary

, Public, do hereby certify that 1st on the day of July , 19 98 ,personally appeared before me Steve Sullivan who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, execut the foregoing document, and being first duly sworn, acknowledged that he/she signed the forego ing capacity therein set forth and declared that the statements therein ing document in the contain ed are true.

IN WflNESS WHEREOF, I have hereunto set hand and seal my the day and year before written.

(/I7Q%

Nor7 Public U

(Nocarial Seal)

My commission expires 9/2199 BARBARA LUf4GWFF! My County of Comnission Notary Public Notary Sea(

STATE OF MISSOURI City of St. Louis MY Commission Lxpirs: $,ptmbir 2.1999

EncloSure 16 to ULNRC-06272 No. 00040441 pJE OF MISSOLT Matt Blunt Secretary of State CORPORATION DIVISIO N

-Si CERTIFICATE OF CORPO RATE RECORDS UNION ELECTRIC CO MPANY I, MATT BLUNT, Secre and Keeper of the tary of State of the Great Seal thereof, State of Missou that the annexed pa do hereby certify ri **, **.*

ve copy of those certa s contain a full, true and complete in this office for in original documents on which certification file and of rec has been requested. ord IN TESTIMONY WHEREO F, I have set my hand and imprinted the GREAT SEAL of .1 -

the State of Missou ri, on this, the 5th day of DECEMBER, 2002.

1 Secretary of State

Enclosure 16 to ULNRC-06272 rr No. 00040441 OF MIS$0 I;

S UI?, f 4

r 4

41 Matt Blunt 1.

Secretary of State A, 4

CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA McDOWELL COOK, Secretary of St a State of Missouri, do hereby certify tha ate of the 4 copies of a resolution of t duplicate UNION ELECTRIC COMPANY r

41 a Missouri corporation relating to RETIREM STOCK, have been received in this office ENT OF PREFERRED The substance thereof is:

r 4

RETIRING 1,657,500 SHARES OF ITS PREFERRED STOCK, $1. 735 SERIES w

r L. Said resolution is found to conform to law ACCORDINGLY, I, by the virtue of the authority vested in me i by law, hereby issue this Certificate of a 1

ru. RETIREMENT.

4 IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the p 2nd day of DECEMBER, 2002.

I $25.00 Secretary of State

$30 ti-OD

Enclosure 16 to ULN -06272

/ UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporation org anized and existing under the laws of the State of Missouri, does hereby certi fy as follows:

1. The name of this corporation is Union Elec tric Company.

2.fa) On September 23, 2002, Union Elec tric Company redeemed the I ,657,500 outstanding shares of its Pre ferred Stock, $1 .735 Series.

(b) Union Electric Company has applied

$25.00 pet share, being the stated value of the Preferred Stock, $1 .735 Ser ies, or a total of $41,437,500, out of its stated capital to the retirement of the I ,657,500 sha res of Preferred Stock, $1 .735 Series.

3. As a result of the retirement of 1,657,500 shares of Preferred Stock as described above, the number of outstandin g shares of preferred stock of Union Elec tric Company has decreased from 2,795,095 to 1,737,595 and the preferred stock stated capital has been reduced from $155,197,00 0 to $113,759,500.

4. The assets of Union Electric Company remaining after said retirement of the I ,657,500 shares of Preferred Stock were and now are sufficient to pay any debts of this corporation, the payment of which has not ben otherwise provided for.

Enclosure 16 to ULNRC-06272

/

IN WITNESS WHEREOF, Union Electhc 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. Sulli van, Secretary, and its corporate seal to be hereto affixed, all on this ZU.day of Nov ember, 2002.

UNION ELECTRIC COMPANY By_________

e President and Trea9rer ATTEST:

Secretary FLED SECRETAR OF STATE

Enclosure 16 to ULNRC-06272 STATE OF MISSOUR I )

CITY OF ST. LOUIS ) SS

)

JERRE E. BJRDSO Vice President and Trea NG, first being duly sworn, upon his oath states tha surer of Union Electric Co t he is the above certificate on mpany, that as such he behalf of Union Electric ex ec uted the contained therein are Comp true to the best of his know any, and that the statements ledge, information and be lief.

5k;? 4L-(rre E. Bicdsohg Subscribed and sworn to before me thif.. day of Q

November, 2002.

Notary Public CAROL A. HEAD Noimy Pu& -Noty&aI STATE Ol MISSOURI Sr. Q,ahs Cority MyCcaurnssicn Expfres: Sep

t. 23,2006

Enclosure 16 to ULNRC-06272 I1tzIVhU FEB 2 1 2003 State of Missouri Ma Blunt, Secretary of 1Cc) State Corporations Division SECRETARY P.O. Box 775, Jefferson City, 1.fO 65102 OF STATfmes C. IGrIpatrkk Siste Intormalion 600W. Melu Street, Rm 322.JelTerso Center n Cit), MO 65101 Statement of Change of Registered Agent and/or Registered Office By a Foreign or Domestic For Pro fit or Nonprofit Corporation Instructions I. This form is to be used by either a for profit or nonprofit corporation to change either of its registered agent and/or the address of or both the name

2. its existing registered agent.

There isa $10.00 fee for filing this statemen

t. ft must be filed in DUPLICATE.

3. P.O. Box may only be used in conjunction 4.

with a physical Street address.

Agent and address must be in the State of Missouri.

5. The corporation maynQI act as its own agent.

Charter No..

00040441 (I) The name of the corporation is: Union E1ctric Compan y

(2) The address, including street and number, of its present registered office (before chan ge) is:

1901 Chouteau Avenue, St. Lou is, MO 63103 Address City/State/Zip (3) The address, including Street and number, of its registered office is hereby changed to:

One Ameren Plaza, 1901 Choutea u Avenue, St. Louis, MO Address 63103 (P.O. Box may izix be used hi conjunction with a physical stree t address) CitylState/Zip f4) The name of its present registered agent (before change) is:_James 3. Cook (5) The name of the new registered agent is: Ronald K. Evans Authorized signatuj f yiregistcred agentm appear below:

J (May tittuch sepuratu ortg:rtttti cr,ruted uT7Ue,g

,Yjnsen, to this farm in lieu ofthis ignnture)

(6) The address of its registered office and the addr ess of the office of its registered agent, as will be identical. changed.

(7) The change was authorized by resolution duty adopted by the board of directors.

In affirmatlo of the facts stated above, Steven R.

(A uthorized signature of q/flcur at; if uppJicable thuirn, Sullivan un of the board) (Pnngcd Mime)

SeCretary (Ttlk) -

3 tinonth.Iay/yaar)

Corp. #59(11/00) 6 to ULNRC-06272 Office of the Secretary of State State of Missouri MATF BLUNT Jefferson City SECRETARY Of STATE CORPORATIONS DIVISION 65101 (866) 223-6535 TOLL FREE May2$,2004 Ameren Services One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63 166-6149 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 of Change in the number of directors from five (5) to eleven (11).

(Pursuant to Chapter 35 1.055 (6) and 351.085.2 (4)

RSMo.)

Denise Gent P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov

Enclosure 16 to ULNRC-06272 File Number: 200415 421101 00040441 Date Filed: 051281200 4

Maft Blunt Secretary of State C.tpaniiie.s Dtwiiea P.O. .z 771 UI W.

Miii Street, RN ifl JdTerso Otl, MO 5l 2

Statement of Change in Number of Directors Sections 351.055(6), 351

.085.1(4) and 351.3 15.

3 RSMo No filing fccFile onecop y

Corporatc Cnartcr No. 000404 41 I. Thc name of the C Union Elecinc Company ration

2. Effective April 22. 2003 mcndVthy(year , tim number of persons con stituting its board of director s was changed from live (5) to eleven (11) s Ronald R. Evans, Assistant Secretar

?tinted Nam e y Tide Date 2

Ecern 6t B l2O2 State of Missouri Statement of Correction 1 Page (s) iiiiirnuIIIHUfl 10415307024 6

to ULNRC-06272 Office of the Secretaxy of State State of Missouri MATI BLUNT Jefferson City CORPORATIONS DIVISION SECRETARY OF STATE 65101 (866) 223-6535 TOLL FREE May28, 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 (11) to six (6).

(Pursuant to Chapter 351.055 (6) and 351.085.2 (4)RSMo.)

Denise Gent P. 0. Box 772 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov

Enclosure 16 to ULNRC-06272 File Number: 200415421 104 00040441 Date Filed: 0512812004 Malt Blunt Secretary of State n..

t.O. Buz 7711600W. Mala Jeffrrso. Cfty, MO 65112 Steeç R 322 Statement of Change in Nu mb er of Directors Sections 351.055(6), 351.085.1(4) and 351.315.3 RSMo No filing fec F i)c one copy Corporate Charter No. 00040441 m name of thc Corporation Union Electric Company

2. Effective Aptil 27, 2004

, the ntanbcr of persons constituti mociWdaylye.r ng its board of directors was changed from SIX(6) to Ronald K. Evans, As Signaus sistant Secretary Prinil Name Tide dlReState Other I page(s)

Fern, SIB

• lMIIm 32/02

Enclosure 16 to ULNRC-06272 I

File Number: 200524153806 0004044f State of Missouri I Date Filed: 0212912005 Robin Camahan Robin Carnahan, Secretary of State L Secretary of State -

Corperoos Dtvtooi P.O. San 77$ f 605W. Main Street, Rm 322 JefleriaaOty,MO 65102 Statement of Change of Registered Agent andlor Registered Office By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company Jnstnictions both the I. This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or name of its registered agent and/or the address of its existing registered agent.

2. There is a $10.00 fee for filing this statement.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No._________________

The name of the business entity is: Union Electnc Company (I)

(2) The address, including street and number, of its present registered office (before change) is:

One Ameren Plaza, 1901 Chouteau Avenue St. Louis, NO 63703 Address CtSseIZJp (3) The address, including street and number, of its registered office is hereby changed to:

500 East Independence Drive Union, MO 63084 ASjrss (P0. Sos may only be aed In conj.mcrion with apkys ical greet tthrss) CirjVSraIW4, Ronald K. Evans (4) The name of its prcse.t registered agent (before change) is:

Kenneth 1. Schmidt The name of the sew registered agent is:

(5)

Authorized signature of sew registered agent mast appear be (Ma)r ac.Csep,Ik e.iiatly ar eJwirrar co.ue, go thI a, lica of thu sinanrçl (6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7) The thange was duly authorized by the business entity named above.

In Afilrmaboe. f the facts ststed above are tnse and conect:

(The undersi ds that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

Ronald K. Evans Pnsedt,Iamc Awthocfr.dstr,,enur ofofficer o yçpecu.We. chairman of the board Assistant Secretary .-9 -aocs monthldaylyan fltk Name and address to return filed document: State of Missoun Chaw of Agen I Page(s)

Name:

A AA.....

City State, and Zip Code; T0524f55831

Enclosure 16 to ULNRC-06272

Øe6 11214 flNEREN LECIRL DEPT CHESTER]. CULVER STATEMENT OF CHANGE OF REGISTERED OFFICE Secretary of State AND/OR State of Iowa REGISTERED AGENT Pursuant to Iowa law, the undersigned submits this Statement to change the business entitys registered office andlor registered agent in Iowa. Read the INSTRUCTIONS on the back ot this form before completing the information and signing below.

f. The NAME of the business entity is: Union Electric Company

2. The Street dress of the CURRENT registered OFFICE as indicated on the Secreta ry of States records is:

523 No. Water Street Keokuk IA 528325960 Qiy zip

3. The street address of the NEW registered OFFICE is:

523 No. Water Street Keokuk

• seeet IA 52832-5960 stale

4. The na of the CURRENT registered AGENT as indicated on the Secretary of States records is:

K. P. Blank

• (if mor, than one AW4T £ isfst,d. ina. eelilne cools being Jeaced.)

5. The name f the NEW registered AGENT is: Larry Weiman

6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here, consenting to theit appointment, attach their written consent to this form. or Complete ONLY if the Registered Agent changes.

FILED

7. If the REGISTERED AGENT ranaes the street adØres  !OWA s of their business office on this fom SECRETARY OF STATE here indicating that NOTICE of the change has been given to the business entity.

yyjJ)))

signature ot Registered Agent I/W4575 10 Complete ONLY if the Registered Agent changes the 11111110 street address of their business office.

B. After anyJall change(s) are made, the street addres s ofjhc registered offiç and the str!g

.,ll b identic al.

9. Signature by authorized representative:

See stst,uction 5 on back Date: cV2tcD RtNTNameandTitIe: Ronald K. Evans, Assistant Secretary (314) 5542156 Nam Id Title Telephone Numbet TOWL P.2

Enclosure 16 to ULNRC-06272 CORP. FILE Office of the Secretary of State State of Missouri ROBIN CARNAHAN Jefferson City CORPORATIONS DIVISION SECRETARY OF STATE 65101 ($66) 223-6535 TOLL FREE March 14,2011 Ameren Energy 1901 Chouteau Ave., P0 Box 66149 St. Louis, MO 63166 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 six (6) to five (5).

(Pursuant to Chapter 351.055 (6) and 351.0$5.2 (4) RSMo.)

Secretary of State Business Services Division P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov JAMES C. KIRKPATRICK STATE INFORMATION CENTER 600 W. Main Street

• P0 Box 77$

• Jefferson City 65102 Administrative Rules

• Business Services

• Elections

• Publications

• Securities

• State Archives

• State Libraiy.

Wofflier Library

closure 16 File Number:

00040441 Date Filed: 0311412011 meren Robin Camahan Secretary of State I-March 9, 2011 Missouri Secretary of State Business Services OMsion P.O. Box 778 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective March 2, 2011, the number of persons constituting its board of directors for Union Electric Company. Charter No.: 40441, was changed from six (6) to five (5). I understand Form 615 no longer exists and a form filing is no longer required for this change: that It Is strictly optional information. By way of this letter, we are simply notifying you of this change.

if you have any questions, please contact me at (314) 554-2021 or dfilnnameren.com.

Yours very twly, Cwa qa4t4k-Carla J. Flinn Corporate Paralegal Legal Department

,

.. State of Missouri Arnend(R*tt - Gen Bus I Page(s) g

:.*: (ç)

c..) :f l .]I *1:*

r  ;.

1901 Choutesu Avenue Azneren corn PC BOx 66149 Si Louis MO 63190-8149

Enclosure 16 to ULNRC-06272 4y CORP. FILE ViAfflerefi May 12,2011 Missouri Secretary of State Business Services Division P.O. Box 778 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective April 21, 2011, the number of persons constituting its board of directors for Union Electric Company, Charter No.: 40441, was changed from five (5) to seven (7). I understand Form 61 B no longer exists and a form filing is no longer required for this change; that it is strictly optional information. By way of this letter, we are simply notifying you of this change.

If you have any questions, please contact me at (314) 554-2021 or cflinn(ameren.com.

Yours very truly, cwLta:.qw3frvt/

Carla J. Flinn Corporate Paralegal Legal Department 1901 Chouteau Avenue St Louis. MO 631666149 Ameren.com

Cndourc 1G -

to ULNRC-06272

File Number y, 00040441 Date FIled

0511612011 Alilerell Robin Camahan Secretary of State May 12,2011 Missouri Secretary of State Business Services Division P.O. Box 776 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective April 21, 2011, the number of persons constituting its board of directors tar Union Electric Company, Charter No.: 40441, was changed from five (5) to seven (7). I understand Form 61B no longer exists and a form filing is no longer required for this change; that ft is strictly optional information. By way of this letter, we are simply notifying you of this change.

If you have any questions, please contact me at (314) 554-2021 or cfiinncameren.com.

Yours very truly, CWLt6. Wfr{/

Carla 1. Flinn Corporate Paralegal Legal Department State of Missouri AmendlRestate Other 1 Page(e) 1901 ChouteauAvenue P0Box66l49 St Louie, MO 63166-6149 Ameren.com ::::::::.:::

6 to ULNRC-06272 00040441 CERTIFICATE Of CORPORATE RECORDS UNION ELECTRIC COMPANY I, ROBIN CARNAHAN, Secretary of the State of the State of Missouri and Keeper of the Great Seal thereof do hereby certify that the annexed pages contain a fifil, true and complete copy of the original documents on file and of record in this office for which certification has been requested.

IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 6th day of June, 2011 Secretary of State cab.cai Nianber: 13886459-1

Reference:

6886-1 Veri this ceilifcate online at /ww.sosmo.gov/businesenhtiscskb/veiif.asp 6

to ULNRC-06272 File Number:

00040441 Date Filed: 0610312011 Robin Camahan Secretary of State UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporation organized and existing under the Jaws of the State of Missouri, does hereby certi5 as follows:

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

2. (a) On August 10, 2010,Union Electric Company redeemed the 330,000 outstanding shares of its Preferred Stock. $7.64 Series.

(b) Union Electric Company has applied $100.85 per share, being the stated value of the Preferred Stock, $7.64 Series, or a total of $33,280,500, out of its stated capital to the retirement of the 330,000 shares of Preferred Stock, $7.64 Series.

3. As a result of the retirement of 330,000 shares of Preferred Stock as described above, the number of outstanding shares of preferred stock of Union Electric Company has decreased from 1,137,595 to 807,595 and the preferred stock stated capital has been reduced from $113,759,500.00 to

$80,759,500.00.

4. The assets of Union Electric Company remaining after said retirement of the 330,000 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:

fremainder of page left inteiatlonally blank signature page foilowsJ State of MISSOUrI Gen Bus 2 Page(s) 6 to ULNRC-06272 N WITNESS WHEREOF, Union Electric Company has caused this certificate to be executed, acknowledged and sworn to by Gregory L. Nelson, Senior Vice President, General Counsel and Secietaiy, and attested by Craig W. Stensland, Assistant Secretaiy, and its corporate seal to be hereto affixed, alt on this 3 day of June, 201 1.

CO%

ZfT Gre L.elson, SVP, GC & Secy.

A(2/

Craig Stensland, A9t.

STATE Of MISSOURI )

) SS CITY Of ST. LOUIS )

On this 3 day of June in the year 2011, before me, Carla J. Flinn, a Notary Public for said State, personally appeared Gregory L. Nelson, the Senior Vice President, in and General Counsel and Secretary of Union Electric Company, a Missouri corporation, known to the person who executed the within document, and did state that the seal affixed to me to be the within instrument is the corporate seal of said corporation and that said instrument was signed sealed in behalf of said corporation by authority of its Board of Directors, and acknow and ledged to me that he executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written.

Q(%ftj1C4L44/

My Commission Expires: qDjiOI4 Cad.J.Fllnn.NMiryPtbHa Nateiy Sad, Stat. at 1 W Mssoad-St,LcutaCky I Commission #1030W05 S L1J U,.io Elecuic ce,emcue of Rcurcmer.t ot3lcck. Jim. 2011 rer Au 2010 pijoo.oOC 2

Enclosure 16 to ULNRC-06272 SOS 030 (01-2005) 6 to ULNRC-06272 Articles of Incorporation Union Electric Company Restated 04/12/1994

Enclosure 16 4pCO6272 a di 4O 4

F1 OFMISSo Judith K. Moriarty SECRETARY OF STATE CORPORATION DIVISION RESTATED ARTiCLES OF iNCORPORATiON WHEREAS UNION ELECTRIC COMPANY A CORPORATION ORGAN]ZED UNDER THE GENERAL AND BUSINESS CoRPORATION LAW HAS FILED IN THE OFFICE OF THE SECRETARY OF STATE DUPLICATE ORiGINALS OF RESTATED ARTICLES OF INCORPORATION AND HAS, iN ALL RESPECTS, COMPLIED WITH THE REOUIREMENTS OF THE GENERAL AND BUSINESS CORPORATION LAW GOVERNING RESTATED ARTICLES OF INc0RPRATI0N, AND THAT SAID RESTATED ARTICLES SUPERCEDE THE ORIGINAL ARTIcLEs OF INCORPORATION AND ALL AMENDMENTS THERETO 5S55 jti Q,. * * . 4 -,

I HAVE SET MY L4 -. :

IN TESTIMONY WHEREOF, HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OF MISSOURI, ON THIS, THE 12TH DAY OF APRIL, 199.

Srcrclan of tntc

$20.00 6

to ULNRC-06272 RESTATED ARTICLES OF I NCORPORATJON OF UNION ELECTRIC COMPANY ed, the Pursuant to the provisions of Section 357.706, R.S.Mo. 7986, as amend s oration.

undersigned Corporation adopts the following Restated Article of Incorp FIRST ANY.

That the name of the Corporation shall be UNION ELECTRIC COMP SECOND ri shall be 1901 That the registered office of the Corporation in the State of Missou the registered agent at such address Chouteau Avenue, St. Louis, Missouri 63103, and the name of shall be William E. Jaudes.

THIRD authority to issue Is That the aggregate number of shares which the Corporation has the without par value, 7,500,000 shares of 182,500,000 classified into 25,000.000 shares of Preferred Stock 0,000 shares of Common Stock with Preference Stock with the pat value of $7 per share, and 150,00 the par value of $5 per share.

in series as follows:

(a) The Preferred Stock has heretofore been, or shall be, issued in the following (1) The Preterred Stock has heretofore been issued and is outstanding Series; 330,001 shares of Preferred amounts and series: 330,000 shares of Preferred Stock, $7.64 Series; 7,020 shares of Preferred Stock, $7.44 Series; 300,000 shares of Preferred Stock. $6.40 Series A; 3.000 shares of Preferred Stock, $6.30 Series; 14,000 shares of Preferred Stock. $5.50 Series; 200,000 shares of Preferred Stock, $5.50 Series B; 20,000 shares of Preferred Stock, $4.75 Series; 40,000 shares of Preferred Stock, $4.56 Series; 213,595 shares of Preferred Stock. $4.50 Series; 40,000 shares of Preferred Stock, $4.30 Series; 150,000 shares of Preferred Stock, $4.00 Series; and 1,657,500 shares of Stock, $3.70 Series; 730,000 shares of Preferred Stock, $3.50 d rates per share for such series; Preferred Stock, $1 .735 Series. The respective annual dividen cumulative dates from which the respective dates (hereinafter in this paragraph (1) called record date for the first dividend dividends on all shares of such series issued prior to the tion prices per share for such series payment date shall be cumulative; the respective redemp tive amounts (hereinafter in this (exclusive of accrued and unpaid dividends); and the respec ive of accrued and unpaid dividends) for paragraph (1) called liquidation prices) per share (exclus ary or involuntary dissolution, such series payable to the holders thereof in case of volunt as heretofore fixed by the Board of liquidation or winding up of the affairs of the Corporation; all Directors as follows:

6 to ULNRC-06272 Voluntary Involuntary Sinking Redemption Uq uidation Liquidation Fund Dividend Cumulative Price Price Price Provisions Series Rate Date (I) (I) 700.00 None

$7.64 7.64 1179/93 107.00 107.00 100.00 None

$7.44 7.44 72/20/72 101.50 101.50 100.00 None

$6.40 6.40 11/15/67 100.00 100.00 100.00 (ii)

$6.30 6.30 12/30/83 170.00 710.00 100.00 None

$5.50 A 5.50 12/30/63 103.50 103.50 100.00 None

$5.50 B 5.50 12/30/83 1 02.176 102.176 100.00 None

$4.75 4.75 12/30/83 102.47 102.47 100.00 None

$4.56 4.56 11/15/63 110.00 105.50 100.00 None

$4.50 4.50 5/15/4 1 105.00 105.00 100.00 None

$4.30 4.30 12/30/83 705.625 105.625 100.00 None

$4.00 4.00 8/15/49 104.75 104.75 100.00 None

$3.70 3.70 8/15/45 110.00 170.00 100.00 None

$3.50 3.50 5/1 5/46 (iii) (iii) 25.00 None

$1.735 1.735 8/11/93 ed on February (I) Not redeemable prior to February 15, 2003; $103.82 it redeem

$703.40 if redeemed on February 15,

15. 2003 or thereafter and prior to February 15. 2004; 7 if redeemed on February 15, 2004 or thereafter and prior to February 15, 2005; $102.9 5 if redeemed on February 15, 2005 or thereafter and prior to February 15, 2006; $702.5 2 if redeemed on February 15, 2006 or thereafter and prior to February 15, 2007; $102.1 0 if redeemed on February 15, 2007 or thereafter and prior to February 15, 2008; $101.7 7 if redeemed on February 15, 2008 or thereafter and prior to February 15, 2009; $101.2 5 if redeemed on February 15, 2009 or thereafter and prior to February 75, 2010; $100.8 ii redeemed on February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 0 if redeemed on February 15, 2011 or thereafter and prior to February 15, 2012; $100.0 2012 or thereafter.

Series, shall be (ii) That so long as any shares of Preferred Stock, $6.30 tion at $100.00 per share plus outstanding, the Company shall retire annually by redemp tion, on June 7 in each year accrued and unpaid dividends to the date of redemp ed Stock, $6.30 Series; that shares of beginning with June 1, 1984. 260 shares of Preferr tion shall be selected pro rata from the Preferred Stock, $6.30 Series, selected for redemp

$6.30 Series, redeemed pursuant to holders thereof; and that shares of Preferred Stock, ed shares of Preferred Stock of the this paragraph shall become authorized and unissu Company.

August 1, 1998 or (iii) Not redeemable prior to August 7, 1998; $25.00 on thereafter.

t to the provisions of (2) Additional shares of the Preferred Stock may, subjec as additional shares of Preferred Stock paragraphs (1) and (6) of subdivision (k) below, be issued 6

to ULNRC-06272 rred Stock, as shares of one or mote other series of Prefe of any of the series designated above or utions from as shall be set forth in the resolution or resol with such distinctive serial designations or in such ctors providing for the issue of such stock time to time adopted by the Board of Dire such stock as may be required by law; and in any other instrument providing for the issue of such ct to each ument, as the case may be, with respe resolution or resolutions or such other instr d of r than the series designated above) the Boar particular series of the Preferred Stock (othe itted by law, d to fix, to the extent which may be perm Directors is hereby expressly authorize series which shall not exceed $8 fi) the annual dividend rate for the particular to ends on all shares of such series issued prior per share, and the date from which divid ent date shall be cumulative; the record date for the first dividend paym cular series which (exclusive of (ii) the redemption price per share for the parti exceed $120 per share; accrued and unpaid dividends) shall not lusive of accrued and unpaid (iii) the amount or amounts per share (exc lution, ble to the holders thereof in case of disso dividends) for the particular series paya amounts the Corporation, but such amount or liquidation or winding up of the affairs of shall not exceed $120 per share; h shares of the particular series (iv) the terms and conditions, if any, upon whic ding the able for, shares of any other class, inclu shall be convertible into, or exchange stment ersion or exchange and the terms of adju price or prices or the rate or rates of conv thereof, if any; created for the purchase or (v) the terms and amount of any sinking fund rred Stock; and redemption of the particular series of Prefe ictive or other provisions relating to, (vi) any other characteristics of, and any restr the Articles of s not inconsistent with the provisions of the shares of each particular serie to fix.

d of Directors may by law be permitted incorporation, as amended, as the Boar r in all respects one series shall be identical with each othe All shares of Preferred Stock of any all shares ot all ends thereon shall be cumulative; and except as to the date from which divid regardless of series, and dividends and assets with each other, series shall be of equal rank as to provided.

all other respects except as hereinbefore shall be identical with each other in apart for Stock shall be paid or declared or set fb) Before any dividends on the Common entitled to receive, but the hold ers of the Prefe rred Stock at the time outstanding shall be payment, ration of dividends, any funds legally available for the decla only when and as declared, out of ified with respect to the ulati ve cash divid ends at the respective annual rates hereinbefore spec cum other series, at Stoc k desig nated abov e, or, in the case ot Preferred Stock of any series of Prefe rred Board of Directors as particular series theretofore fixed by the the annual dividend rate for the 6

to ULNRC-D6272 fifteenth days of February, May, August, and heteinbefore provided, payable quarter-yearly on the the respective dates, not exceeding forty days November in each year, to stockholders of record on purpose by the Board of Directors in advance of preceding such dividend payment dates, fixed for the nds on shares of the Preferred Stock shall be the payment of each particular dividend. Such divide cumulative, on the shares of such series.

(1) if issued prior to the record date for the first dividend nated above, from the respective dates then, in the case of the series of Preferred Stock desig the case of Preferred Stock of any other series, hereinbefore specified with respect thereto, or, in the Board of Directors as hereinbefore provided; from the date theretofore fixed for the purpose by after a record date for a (2) if issued duting the period commencing immediately nt date tot such dividend, then from said last dividend and terminating at the close of the payme mentioned dividend payment date; and nt date next preceding the date of (3) otheiwise from the quarter-yearly dividend payme issue of such shares; all s of the Preferred Stock shall not have been paid for so that if dividends on all outstanding share full dividends thereon for the current quarter-yearly past quarter-yearly dividend periods, and the declared and set apart for payment, the deficiency shall dividend period shall not have been paid, or red and set apart for payment, but without interect on be fully paid or dividends equal thereto decla on shall be declared or any distribution made on the Comm cumulative dividends, before any dividends other shall not be entitled to receive any dividends thereon Stock. The holders of the Preferred Stock fb).

than the dividends referred to in this subdivision Directors, may redeem the whoe or any (C) The Corporation, at the option of the Board of tanding, or the whole or any part of any series thereof, at part of the Preferred Stock at the time outs above, the case of the series of Preferred Stock designated any time or from time to time, by paying, in specified with respect thereto, or, in the case of the respective redemption prices hereinbefore such redemption price lherefor as shall have been fixed Preferred Stock of any other series, by paying so provided, together with a sum, in the case of each share by the Board of Directors as hereinbefore is a dividend rate for the series of which the particular share to be redeemed, computed at the annual such share became cumulative to the date fixed for such part from the date from which dividends on ds theretofore or on such redemption date paid thereon redemption, less the aggregate of the dividen of two given by publication, published at least once in each Notice of every such redemption shall be ral in the English language and published and of gene calendar weeks in a daily newspaper printed ed and City of New York, and in a like newspaper publish circulation in the Borough of Manhattan, The and Missouri, the first publication to be at least thirty days of generaJ circulation in the City of St. Louis, for such redemption. At least thirty days and not more not more than sixty days prior to the date fixed 6

to ULNRC-06272 shall also be mailed to the holders of record than sixty days previous notice of every such redemption addresses as the same shall appear on the of the Preferred Stock to be redeemed, at their respective nor any defect therein or in the mailing books of the Corporation; but no failure to mail such notice tion of any shares of the Preferred thereof shall affect the validity of the proceedings tor the redemp part only of any series of the Preferred Stock Stock so to be redeemed. In case of the redemption of a lot or in such other manner as the Board of at the time outstanding, the Corporation shall select by ed. The Board of Directors shall have full power Directors may determine, the shares so to be redeem herein contained, to prescribe the manner In and authority, subject to the limitations and provisions Preferred Stock shall be redeemed from time to which and the terms and conditions upon which the given by publication, and it on or before the time. If such notice of redemption shall have been duly ary for such redemption shall have been set redemption date specified in such notice all funds necess ing that any certificate for the shares of the aside so as to be available thecefot, then, notwithstand been surrendered for redemption, the shares Preferred Stock so called for redemption shall not have ding in the hands of the persons who are the represented thereby shall no longer be deemed outstan tion, the right of such holders to receive dividends holders thereof immediately preceding such redemp date of redemption so fixed, and all rights of such thereon shall cease to accrue from and after the so called for redemption shalt forthwith on such holders with respect to such shares of Preferred Stock the right of such holders to receive the amount redemption date cease and terminate, except only t; provided, however, that the Corporation may, payable upon redemption thereof, but without interes redemption, or giving irrevocable Instructions after giving the first notice by publication of any such in such notice, deposit in trust, for the account of therefor, and prior to the redemption date specified with a bank or trust company in good standing, the holders of the Preferred Stock to be redeemed, America or of the State of New York, doing business organized under the laws of the United States of York, having a capital, surplus and undivided profits in the Borough of Manhattan, The City of New for such redemption, and thereupon all shares of aggregating at least $5,000,000, all funds necessary t shall have been made shall no longer be the Preferred Stock with respect to which such deposi holders, and alt rights of such holders with respect to deemed to be outstanding in the hands of such such deposit in trust cease and terminate, except such shares of Preferred Stock shall forthwith upon t payable upon the redemption thereof, but without only the right of such holders to receive the amoun redeemed at any time may. in the discretion of the interest. All or any shares of the Preferred Stock by law, be reissued or otherwise disposed of at any time Board of Directors and to the extent permitted these Articles of Incorporation, as amended.

or from time to time subject to the provisions of g up of the affairs of the Corporation, (U) In the event of any liquidation, dissolution or windin holders of the Common Stock, the holders of shares then before any distribution shall be made to the shall be entitled to be paid in cash, in the case of the of the Preferred Stock at the time outstanding 6

to ULNRC-06272 t

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

fe) Unless and until four quarter-yearly dividends payable on the Preferred Stock shall be In of Preferred Stock, default, in whole or in part, every stockholder shall have one vote for each share s, ing the election of and one vote for each share of Common Stock, held by him, on all matter includ oration, as amended. If Directors, except as otherwise provided by Jaw or by these Articles of Incorp e on the Preferred Stock and when four quarter-yearly dividends (whether or not consecutive) payabl for each share of shall be in default, in whole or in part, every stockholder shall have one vote on all matters except the Preferred Stock, and one vote for each share of Common Stock, held by him, shall thereupon, and election of Directors, and in such case the number of Directors of the Corporation ed in and pursuant until such default shall have been remedied, be two more than the number specifi the Preferred Stock at the to Article Fifth of the Articles of Incorporation, as amended, the holders of the two additional time outstanding, voting separately as a class, shall become entitled to elect thereafter during the members of the Board of Directors, and at each annual election of Directors tely as a class, shall be continuance of such default the holders of the Preferred Stock, voting separa Common Stock, voting entitled to elect two members of the Board of Directors and the holders of the Corporation. However, if separately as a class, shall be entitled to elect the remaining Directors of the ding shall thereafter be paid and when all dividends then in default on the Preferred Stock then outstan available therefor as soon as (and such dividends shall be declared and paid out of any funds legally d such special right herein reasonably practicable), the Preferred Stock shall thereupon be diveste of of the Preferred Stock provided for to elect such members of the Board of Directors, the voting power ence of such default, and and the Common Stock shall revert to the status existing before the occurr r specified in and pursuant to the number of Directors of the Corporation shall again be the numbe t to the same provisions for Article Fifth of the Articles of Incorporation, as amended; but always subjec future default or defaults. A vesting such special rights in the Preferred Stock in case of any similar s of the Preferred Stock shall vote as meeting of the holders of the Preferred Stock, at which the holder to elect such two additional a class, shall be held at any time after the accrual of such special right the By-laws for a special members of the Board of Directors, upon notice similar to that provided in

Enclosure 16 to ULNRC-06272 meeting, upon call by the holders of not less than 1.000 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 ot 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 tight shall forthwith terminate.

Whenever Directors are elected by the stockholders by classes, pursuant to this subdivision fe), 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 their successors shall be elected and qualified.

(I) In all elections for Directors, each shareholder shalt have the tight 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 Stoci;, 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 or by the Artictes of tncorporation, 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 6

to ULNRC-06272 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 matter of right to subscribe for or purchase any part of any new or additional issue ot stock or securities convertible into stock, of any class whatever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.

fi) Upon the issuance for money or other consideration of any shares of capital stock of the Corporation or of any securities convertible 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 matter of right 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 disposition 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 shall agree promptly to make a public offering thereof, or (3) The issue thereof in connection with (a) any dMdend reinvestment, stock purchase or other plan 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 fb) 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 exchangeable 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 convertible into or exchangeable for Common Stock) on behalf of, or for the account or benefit of, such employees 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 shall 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

Enclosure 16 to ULNRC-06272 purpose) of the holders of a majority of the shares of Common Stock then outstanding and entitled to vote.

such shares 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 fractional 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 sale, underwriting or purchase of such shares by underwriters or dealers as may lawfully be paid by the Corporation) to the purchaset 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.

U) 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 fk) and fn) 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 Preterred 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 practicn, 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 6

to ULNRC-06272 over the Preferred Stock as to assets or dividends, 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 the Corporation during such period on stock of any subsidiary of the Corporation in excess of the net earnings of such subsidiary for such period available therefor, computed in accordance with good accounting practice, shall be included only to the extent of such net earnings ot such subsidiary; or (2) create any class of stock which shall be preferred as to dividends or assets over the Preferred Stock; or (3) increase the authorized number of shares ot the Preferred Stock; or (4) reclassiry outstanding shares of stock of any class ranking junior to the Preferred Stock as to assets or dividends, wholly or partially, into shares of stock of any class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends; or (5) make any distribution out of capital or capital 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 ranking junior 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 amount 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 shall be the pat value thereof, and stated capital represented by any preferred stock without par value shall 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 dividends) in preference to the Common Stock upon involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whichever is greater; as but any such action requiring such affirmative consent of the holders of the Preferred Stock, provided in this subdivision (k), may be taken with such vote or consent of stockholders as may at the a meeting or time be required by law, but with at least the affirmative consent (given in writing without ot the aggregate number by vote at a meeting duly called for the purpose) of the holders of two.thirds outstanding for any of shares of Preferred Stock then outstanding. Stock shall not be considered to be of Directors shall have of the purposes of this subdivision (k) or of subdivision U) above, if the Board have been determined to redeem such stock and if the first publication ot notice of redemption shall

Enclosure 16 to ULNRC-Q6272 11 made, or irrevocable instructions given thetefor, arid all funds necessary for such redemption shall have been deposited in trust for such purpose.

(I) No amendment to the Articles of Incorporation which would change the provisions of the foregoing subdMsions (f, (g) or (I) in any manner substantially prejudicial to the holders of any class of stock, shalt be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for such purpose) ot the holders of at least two-thirds or 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 shalt at the time be required by the Articles of Incorporation, as amended.

fn) Subject to the provisions of subdivisions ). (k), (I) and (m) hereof, the Corporation reserves the right to amend, alter, change or repeal, to the extent 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 dMdends 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 stockholders as from time to time may be required by law, and all rights herein conferred upon the shareholders ate granted subject to this reservation.

fo) Subject to the provisions of subdivision fk) 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 from time to time of shares of its capita) stock without par value shalt 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.

Endosute 16 to ULNRC-06272

- 12 -

(p) The Preference Stock shall have, or be subject to. as the case may be, the foflo wing preferences, rights, privileges and restr ictions:

Manner of Issue - Seties - 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 Prefe rence 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 shares which shall constitute such series; of (2) the annual dividend rate for the particular series, the dates of payment of divid ends 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 share s of a particular series; (4) the amount or amounts per share (exclusiv e of accrued and unpaid dividends) the particular series payable to the holders for thereof in case of dissolution, liquidatio n or winding up of the affairs of the Corporation; (5) the terms and conditions, if any, upon whic h shares of the particular series shall convertible into, or exchangeable for, share be s of any stock of junior rank, with respe ct to dividends and assets, including the price or prices or the rate or rates of conversion or exch ange and the terms of adjustment thereof, if any; (6) the terms and amount of any sinking fund created for the purchase or redemption the shares of any particular series; and of (7) any other characteristics of, and any restr ictive or other provisions relating to, the shares of each particular series not inconsist ent 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 tank, 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 serie s 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, regardles s 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 Board of Directors at the time of the creation of such series, paya ble 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 divid ends shall be subject to the dividend and sinking fund 6

to ULNRC-06272 73 -

provisions of the Preferred Stock. Dividends on the Preference Stock shalt be cumulative, and no dividends shall be declared or paid, or any distribution made, on Common Stock, other than a dividend payable in Common Stock, unless and until full dividends on the outstanding Preterence Stock shall 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 Preference Stock shall accrue from and be cumulative from such date as may be fixed by the Board of Directors at the time of the creation of such series, except that dividends on shares of Preference Stock of any series, which are issued after the initial issue of shares of such series, shall accrue from and be cumulative from such date as may be Axed by the Board of Directors at the time of issuance of such additional shares.

Redemption If so provided by the Board of Directors upon the creation of any series of 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 time 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 Directors 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 all 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 shall be effected unless (1) full dividends on all outstanding shares of Preferred Stock and Preference Stock for all past dividend periods shall have been paid, or declared and a sufficient sum set apart for the payment thereof, and (2) all obligations of the Corporation, if any, with respect to the redemption or purchase of shares of Preferred Stock and Preference Stock in accord ance with the requirements of any sinking fund have been met.

Liquidation, Dissolution and Winding Up of the Affairs of the Corporation In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, but only after full payment has been made 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 apart for such payment, the holders of shares of each series of Preference Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of the Common Stock, the amount fixed by the Board of Directors in creating such series, plus an amount equal to alt unpaid dividends accrued thereon to the date Axed for such payment to the holders of Preference Stock.

Voting Riqj - Except as otherwise provided in these Articles of Incorporation, as amended, each holder of Preference Stock shall be entitled at all meetings of shareholders of the 6

to ULNRC-06272 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 Incorporation 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 Rights - No holder of shares of any series of the Preference Stock shall, as or such, have any preemptive or preferential right to subscribe to or purchase shares of any class into, or series of stock of the Corporation, now or hereafter authorized, or any securities convertible class or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any 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.]. 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 St. Louis, Missouri G. K. Millenberger St. Louis, Missouri R. S. King St. Louis, Missouri

Enclosure 16 to ULNRC-06272

- 15 -

Fl FH That, except as otherwise provided by the Article s of Incorporation, as amended, the number of the Board of Directors shall be fixed at eleven or at the number and in the manner provid ed by the By-laws of the Company, as amended, and written notice shall be given to the Secretary of State of Missouri of the number of the Board of Directors within thirty (30) calendar days of the fixing of such number. The Board of Directors shall have the power to make, alter, amend or repeal the laws of the Company. By.

SIXTH That the Corporation shalt have perpetual existence.

SEVENTH That the purposes for which the Corporation is formed are:

To acquire the properties, rights, privileges, franchises, business and other assets of Union Electric Company, a corporation of the State of Missou ri; To manufacture, produce, develop, generate, store, acquire, lease, purchase, sell, control, use, dispose of, transmit, distribute and supply or otherw ise utilize electricity and electrical energy or any other power or force in any form and for any purpos e whatsoever; To purchase or otherwise acquire, hold, use, operate

, sell, pledge, mortgage, lease or otherwise dispose c.1f machinery, generators, motors, lamps, plants, apparatus, devices, supplies and articles of every kind pertaining to or in anywise connec ted with the production, use, distribution, regulation, control or application of electricity or electric al energy for any and all purposes; To construct, purchase or otherwise acquire, hold, develop, use, operate, set!, lease, mortgage or otherwise dispose of hydraulic, electric and other works, water powers and the sites thereof, plants, power houses, buildings, machinery, equipments, apparatus, devices, processes transmission and distribution lines, transforming and distrib uting 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 in connection with acquiring, owning and operating any or all ol said works.

water powers or plants; To construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of reservoirs, dams, diversion stcuctures.

canals, ditches, flumes, water conduits, pipe lines, distributing or transmission lines and systems, and such other works, plants, equipments, appliances and appurtenances as may be necessary, useful or appropriate for impounding, storing, conveying, distributing and utilizing water for power, irrigati on, fire, sanitary, domestic, manufacturing and other uses, and to appropriate, divert, use, apply, sell and otherwise dispose of water for such uses; to make applications, locations, entries, selections or filings in connection therewith;

Enclosure 16 to ULNRC-06272 16-To apply for, purchase or otherwise acquire, hold, use, operate, sell, mortgage, or otherwise dispose of permits or licen ses issued by the United States or any state, territory or subdivision thereof for the purpose of constructing, operating and maintaini ng dams, water conduits, reservoirs, power houses, transmission or distribution lines, or other works or projects necessary or convenient for the development and impr ovement 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 ot water power from any dam of the United States or any state, territory or subdivision thereof; To transform power generated by hydr aulic or other plants into electrical and to transmit or otherwise dispose or other energy thereof for any and all purposes; To purchase or otherwise acquire, hold

, use, operate, sell, pledge, mortgage otherwise dispose of all water tight , lease, or s, water powers and water privileges To manufacture, acquire, purchase, sell and distribute for all purposes, natural and artificial gas, and to acquire, construct, purchase

, own, maintain, operate, sell and lease all necessary and convenient works, conduits, plants, apparatus and connections for hold ing, receMng, purifying, manufacturing, selling, utilizing and distributing natural or artificial gas; to manufacture and self 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, pur chase, 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 othe rwise 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 perso nal estate, property rights, rights of way, easements, privileges, grants, consents and franc hises, as may be necessary, appropria te or useful in connection with the business, objects and purpos es of the Corporation:

To ingage as a public utility in furtheran ce of each and all of the foregoing purposes, which are now or may hereafter become subject to the laws governing or regu lating public utilities, and to that end to be authorized to transmit, conduct or distribute, for public or priva te use, electrical energy, water, gas, steam and/or refri geration under or over, along or across highways, streets, alleys, bridges and other public places;

Enclosure 16 to ULNRC-06272 To apply for, purchase or otherwise acquire, and to hold, use, own, operate and to sell, assign or otherwise dispose ot, and to grant or receive licenses in respec t of or otherwise to turn to account any and all inventions, improvements, patents, patent rights, proces ses, 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, shares of capital stock, or any bonds, securities or eviden ce of indebtedness created by any other corporation or corporations of this state, country, nation or government, and while owner of said stock to exercise all the tights, powers and privileges of owners hip including the right to vote thereon and, to the extent now or hereafter permitted by law, to acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchange, mortga ge, pledge or otherwise dispose of, or turn to account or realize upon, and generally deal in and with, all forms of securities, including, but not by way of limitation, shares, stocks, bonds, debentures, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certific ates of interest issued or created in any and all parts of the world by corporations, associations, partner ships, firms, trustees, syndicates, individuals, governments, states, municipalities and other politic al and governmental divisions and subdivision, or by any combinations, organizations or entities whatsoever, or issued or created by others, irrespective of their form or the name by which they may be described, and all trust, participation 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, its own stock, bonds, debentures or its other obligations or securities, or to make payment therefor by any other lawful means of payment whatsoever; to exercise any and all rights, powers and privileges of individual 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 act with respect thereto; to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any and all such securities or evidences of interest therein, and to aid by loan, subsidy, guaran ty or otherwise those issuing, creating or responsible for any such securities or evidences of interes therein t  ; to acquire or become interested in any such securities or evidences of interest therein, as aforesa id by original subscription, underwriting, loan, participation in syndicates or otherwise and irrespe ctive 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 underw rite or subscribe for the same conditionally or otherwise and either with a view to investm ent or for resale or for any other lawful purpose; To borrow money, to issue bonds, notes, debentures, or other obligations, secured or unsecured, of the Corporation, ftom time to time, for moneys borrowed or in payme nt for property

Encosure iS to ULNRC-06272 acquired or for any of the other obje cts or purposes of the Corporation; to secure the same by mortgage or mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other lien upon any or alt of the property real or personal, 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 othe r things as are incidental or conducive to the attai ning of the objects and purposes of the Corporation; and In carrying on its business and for the purp ose of attaining or furthering any of its objects, to enter into, make, perform and carry out contracts of every kind with any person, partnershi p, association, corporation, government, governmental subdivision or other body whatsoev er: 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 auth orized by the laws of the State of Miss ouri, 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 acqu ire, hold, possess, purchase, lease, mortgage and convey real and personal property to the exten t permitted by law; and To purchase, hold, sell and transfer shares of its own capital stock to such exten t and in such manner as may now or hereafter be permitted by law.

EIGHTH That the Restated Articles of Incorporation corre ctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, and supa,,de the original Articles of Incorporation and all amen dments thereto.

Dated April 7. 1994 C...J

\

UNION ELECTRIC COMPANY -

6 to ULNRC-06272 19 -

STATE OF MISSOURI SS CITY OF ST. LOUIS On this 7th day of April. 1994.

betore me appeared William E. Jaudes, to me personally known.

who, being by me duly sworn did say that he is Vice President and General Counsel of Union Electric Company, and that the seal affi xed to the foregoing instrument is the corporate seal of said Corporation and that said inst rument was adopted by the Board of Directors of said Cor poration on February 11, 1994, and was sign ed and sealed on behalf of said Corporation by authority of Its Board of Directors, and said William E. Jaudes verified said instrum ent to be the free act and deed of said corporation.

DEBORAH 1. CL NOTARY PUBLIC ARK

- STATE OF MISSOU ST. WUI RI MY COMMISSION S COUNTY EXPIRES APR. 18, 1 994

- Enclosure 16 to ULNRC-06272 State of Missouri Jefferson City Judith K Moriarty 65101 Secretary o(&ate lanes C. Thoaps tlay 11, 1994 on Union Electric 1901 (Iouteau Ave., ro Box 14 St. Louis, M) 9 63166 Re:

UNICt EW1TIC CGWANY (00040 441)

Dear Corporati on:

This is to ad vise that on th e above date for record in we have filed this office a Statement of number of dir Change in the ectors from E[VE (12)

TE (10) to (Pursuant to Chapter 351.05 and 351.085.2( 5(6)

4) RSM0.)

Very truly yo urs, JUDITH K. MOR IARTY Secretary of State Corporation Division Amendment Des k

Ltr.#62

Enclosure 16 to ULNRC-06272 STATE OF MISSOURI ROYO.BWNT SECRETARy OF STATE OFFICE OF SECRETARY OF STATE JEFFERSON CITY 65102 314/751.4609 STATEMENT OF CHANGE IN NUMBER OF DIRECTORS Sections 351.055(6),

351.085.1f4) and 351.31 5.3 RSMo No filing fee File one copy Corporate Charter No.

40441

1. The name of the cor poration is UNION ELECTRIC COMPAN Y

The name under which it was originally organi zed was MISSOURI ELECTRIC LIG HT AND POWER COMPANY

2. Effective APRIL 26. 1994 the nmiber of person board o.r directors was s constituting its change from TWELVE to TEN M 10. 1994 Form 61 1 /95

- .c2

%fi *, ..

il

- *1 Y4Ak-  :.:

.i ... .

Lu -J LL (-0 IL LU Lu Z F-Q._

L) CD IL LL CD C-)

0_i I ) uJ LU 0 Li] I F-Lu

• C...) CD c U C-) i CL C-) 0 IL F-

• I 0

. 0 0

>. i.-- >- U] CL

• 1 F- LU

-j >-u 0 I-. >- w

• : i4 LL o

<F-0 Z-<

Cl) (J Z0 F-I c OWi.

h-i CD CD LU LU CL> IL U Y4.

- Ci Z

- ** F U] U Z I C-)

(1) Lu Cl)

..d C >- f

- Z F-- LU >- U U F--

O Cl) F Z LL. W f,.. ç) < LU > F- F-

Ø_) CDL) LU CD C

) t, Q 0 C_i U Lu F- 0 LL U 0 -- C,) C) Lu 2.

• . . CD C LU C) C) 0 0 CD > Lu C_i I > CD CD C-) 0 0

2. 2.

CD 4i

2. D

< 0 U D <F-- LU 0 Lu IL L-fl I Ci .J F-F- U Ci 0 -e

• 0 IL LU LU

..] LU 44 F-CD <C CD Lu _i (.) CD Cl) F- Cl) ,i A 0 U C.D C) w o CD Cl) 0 2. C-j LU U)

C_i 0.- LU F- CL Lu F- Cl) Lu

- C 0 U Ci Z 0 U U) 0 U LL. CD 2. .

-- C U U] 0 >- z:

U) CD I

- Ci U Q )

• * < c_i U F- D U Lu 2. 1 I IL

• (_i CL > <

• C CL

_J C < U CD Ci CL C F- LU Lu 0 CD CD

• LuG Lu X LI) Z -

0 u C U)> Lu Q F- >-

I .* LI) LI) ii -

j

.. Lu LU U CD D 0 U] LU C F- C) Cl) U. Lu C/) < F

<0..

-4 1 Lu Lu C)

CD LU F- _i I-- Q L . F- C U I Ci F- .

LU F-

<>- >- U] <X O C

F ft

• c,4A

• QJdk

• J ç.. *

r. ***. **.* -

Enclosure 16 to ULNRC-06272 UNION ELECTRIC COMPAN CERTIFICATE OP RETIREM Y ENT OP PREFERRED AND REDUCTION OF STATED STOCK CAPITAL Union Electric Company, a corporation organi zed and existing under the laws of the State of Missouri, does her eby certify as follows:

1. The name of this corpor ation is Union Elec tric Company.

2. The corporation, having from time to time red eemed shares of its Preferred Stock, $6.30 Series, retired 260 shares on June 1, 1994.

3. The corporation has app lied $100.00 per sha re, 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 Sto ck, $6.30 Series.

4. As a result of Union El ectric Companys ret irement of 260 shares of Preferred Sto ck, the number of out standing shares of preferred stock of the corporation has decrea sed from 3,435,116 to 3,434,856 and the preferred stock stated capital has been reduced from $219,1 99,100 to $219,173, 100.

5. The assets of the corpor ation remaining after said retirement of the aggreg ate of 260 shares of Preferred Stock we re and now are sufficient to pay any debts of thi s corporation, the payment of which has not been otherwise provid ed for.

IN WITNESS WHEREOF, Un ion Electric Company has caused this certificate to be execut ed, acknowledged and sworn to by DONALD E. BRANDT, Senior Vice Pr esident, and attested by C. L.

Enclosure 16 to ULNRC-06272 WATERS, Assistant Secretary, and its corporate sea l to be hereto affixed, all on this 28t h day of June, 1995.

UNION ELECTRIC CO Y

By_____

Senior Vice Pre ide nt ATTEST Assistant Secretay )p)

STATE OF MISSOURI

)

SS CITY OF ST. LOUIS

)

DONALD E. BRANDT, fir st being duly sworn, states that he is a upon his oath Senior Vice President Company, that as such of Union Electric he executed the above of Union Electric Compan certificate on beha y, and that the statem lf therein are true to the ents contained best of his knowledge belief. , information and and sworn to before me this 28th day of Jun e,

I

/_-;_.

(c-i Notary Public -

aARBARA LUNGWI TZ t1OTARY PUP;.ic STATE OF MissouRi lY CMMlSSiQN EXPIRES SEPT,

2. 19 PI1 O ST. LOUIS 2

Enclosure 16 to ULNRC-06272

.1* UUJLJ.-IJ.

.. . .v:...::..

.q j_?L

• .1t *d-I-i.J c  ::

1-1

• _i

.-*(r

_SLIJLdY_1L_Q cr-...ia

• ...* **4$

a:;-

.i OF M1s0 Rebecca McDowell Cook Secretary of State CORPORATION DI SION CERTIFICATE OF REVI TIREMENT I, REBECCA McDOWELL CO STATE OF MISSOURI, OK, SECRETARY OF STATE OF DO HEREBY CERT THE COPIES OF A RESOLU IFY THAT DUPLICATE TION OF UNION ELECTRIC COMPANY A MISSOURI CORPORAT IO STOCK, HAVE BEEN RE N RELATING TO RETIREMENT OF PREFERRED CEIVED IN THIS OFFI CE.

THE SUBSTANCE THEREOF IS RETiREMENT OF 26 SHAR PREFERRED STOCK, 0 $6 ES OF

.30 SERIES SAID RESOLUTION IS FO BY THE VIRTUE OF UND TO CONFORM THE AUTHORITY VEST TO LAW. ACCORDINGLY, I, BY LAW, HEREBY ISS ED IN ME UE THIS CERTIFICA RETIREMENT TE OF iN TESTIMONY WHEREOF, HAND AND IMPRINTED 1 HAVE SET MY THE STATE OF MISSO THE GREAT SEAL OF 7TH DAY OF MAY, 1996 URI, ON THIS, THE Secretary of State

$25 .00

Enclosure 16 to ULNRC-06272 UNION ELECTRIC CO CERTIFICATE OP RE MPANY TIREMENT OF PREF AND REDUCTION OF ERRED BTOCK STATED CAPITAL Union Electric Comp any, a corporation or ganized and ex under the laws of isting the State of Miss ouri, does here by certify as follows:

1. The name of this co rporation is Un ion Electric Co mpany.

2. The corporation, having from time to time redeemed shares of its Pref erred Stock, $6.3 0 Series, retire d 260 shares on June 1, 1995.

3. The corporation ha s applied $100

.00 per share, be the stated value ing of the Preferred Stock, $6.30 Se ries, or a total of $26,000, out of its stated capita l to the retirem ent of 260 shares of Prefer red Stock, $6.30 Series.

4. As a result of Un ion Electric Co mpanys retirem 260 shares of Pref ent of erred Stock, the number of outsta nding shares of preferred stock of the corporatio n has decreased from 3,434,856 to 3,43 4,596 and the pr eferred stock st ated capital ha been reduced from s

$219,173,100 to

$219,147,100.

5. The assets of th e corporation re maining after sa retirement of th id e aggregate of 260 shares of Pr eferred Stock we and now are suff re icient to pay an y debts of this corporation, the payment of which has not been othe rwise provided for.

IN WITNESS WHER EOF, Union Elec tric Company ha s caused this certificate to be executed, acknow ledged and sworn to by DONALD E. BRANDT, Senior Vice President, and attested by JAMES C.

Enclosure 16 to ULNRC-06272 THOMPSON, Secretary, and its corporate seal to be hereto affixed, all on this 6th day of May, 1996.

UNION E CTRIC C MPANY By______

eni r Vice Pre ident ATTEST:

STATE OF MISSOURI )

CITY OF ST. LOUIS )

SS Pi..1tt Cd)

ECRETAY0TATE DONALD E. BRANDT, 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 n behalf of Union Electric Company, and that the statenents cont ned therein are true to the best of his knowledge, informa on and belief.

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

BARBARA LUNGW1IZ Not Seal 719 Notary AlAZi City ot St. Louis N

Mt CammissiGn zpkss gptcmtit 2

Enclosure 16 to ULNRC-06272 UL U9 u..

I *

.*_.q _

A .

? it I t )

• q us. .

4 .** t**

t .

OFMISso

).

Rebecca McDowell Cook Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT fr .

[-.:,

I, REBECCA McDOWELL COOK, SECRETARY OF STATE OF THE STATE OF MISSOURI, DO HEREBY CERTIFY THAI DUPLICATE

COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY A MISSOURI CORPORATION RELATING TO RETIREMENT OF PREFERRED STOCK, HAVE BEEN RECEIVED IN THIS OFFICE.

-C THE SUBSTANCE THEREOF IS: . i..:;4 i1) *.*

RETIREMENT OF 260 SHARES OF I 4J PREFERRED STOCK, $6.30 SERIES C. .

SAID RESOLUTION IS FOUND TO CONFORM TO LAW- ACCORDINGLY, I,

• ...::1 BY THE VIRTUE OF THE AUTHORITY VESTED IN ME BY LAW, HEREBY ISSUE THIS CERTIFICATE OF 1 RETIREMENT. It I.

%.S.

IN TESTIMONY WHEREOF, HAND AND IMPRINTED THE GREAT SEAL OF I HAVE SET MY )j  :**;. *4 THE STATE OF MissouRj, ON THiS, THE -4 * !:*.. 1;)

7TH DAY OF JUNE, 1996.

,.. **:I 6Z

! *.$)

Secretary of State

$25.00

• __*JI *t?7,.. *1

, c.).. . I II I *,

g JhcL_ 31 d 4,. L w A. I L * -.*. .4. ,i:L., ..,..

j; JJt jc *A .4 L.

..zi i.1 Gf flfr JQj t ..

%.. 1

. U

%k

Enclosure 16 to ULNRC-06272 UNION ELECTRIC CERTIFICATE OF RE COMPANY TIREMENT OF PREF AND REDUCTION OF ERRED STOCK STATED CAPITAL Union Electric Co mpany, a corporation organized and under the laws existing of the State of Missouri, does hereby certify follows: as

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

2. The corporation, having from tim e to time redeem shares of its Pr ed eferred Stock,

$6.30 Series, re tired 260 shares on June 1, 1996

3. The corporation has applied $100

.00 per share, the stated valu being e of the Prefer red Stock, $6.3 0 Series, or a of $26,000, out total of its stated ca pital to the re tirement of 260 shares of Prefer red Stock, $6.30 Series.

4. As a result of Union Electric Companys retir 260 shares of Pr ement of eferred Stock, the number of outstanding shar of preferred stoc es k of the corpor ation has decr eased from 3,434,596 to 3, 434,336 and the preferred stock stated capital been reduced fro has m $219,147,100 to

$219,121,100.

5. The assets of th e corporation remaining afte retirement of th r said e aggregate of 260 shares of Preferred Stoc and now are su k were fficient to pay an y debts of this corporation, th payment of which e has not been othe rwise provided for.

IN WITNESS WHER EOF, Union Elect ric Cor.ipany has caused this certificate to be executed, ac knowledged and sworn to by DO E. BRANDT, Seni NALD or Vice Presiden t, and attested by JAMES C.

Enclosure 16 to ULNRC-06272 THOMPSON, Secretary, and its corporate sea l to be hereto affixe d,

all on this 6th day of Jun e, 1996.

UNION EL TRI CO ANY By Snior Vice esident ATTEST:

FILED AND CERTIFI CAT E iSSUED JUNO 71996 STATE OF MISSOURI SS CITY OF ST. LOUIS OF STATE)

DONALD E. BRANDT, fir st being duly sworn, upo states that he is a Sen n his oath ior Vice President of Company, that as such he Union Electric executed the above certi of Union Electric Compan ficate on behalf y, and that the statem therein are true to the ents contaned best of his dn an and Donald E. Brandt Subscribed and sworn to before ne this 6th day 1996. of June, 0 ry Pub11c 6)

DEBORAH 1.

NOTARY PUBCIC.SIAANZA[QNE JE Of MISSO ST. Louis URI MY COMMISSION COUNTY

,oF MlS I,,,.

EXPIRES APR. 18, 1908 2

Enclosure 16 NRco6y2 No.

r h f rte s% 4 r ir -r-i ri tp--iP4.1r-W 1tM4?P f.1p?

L OF M1SS0

• .10...

(  :

((.**.,i.J Rebecca McDowell Cook Secretary of State

t. :t CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA MCDONELL COOK, SECRETARY OF STATE OF MissouRI, DO HER STATE OF THE EBY CERTIFY THAT DUPLICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY F 4; A MISSOURI CORPORATION RELATING STOCK, HAVE BEEN RECEIVED iN TO RETIREMENT OF PREFERRED THIS OFFICE-THE SUBSTANCE THEREOF IS:

RETIREMENT OF 330,001 SHARES SERIES, 300,000 SHARES OF $6.4OF 0 PREFERRED STOCK, $7.i SER

$6.30 SERIES g 3,000 SHARES OF $5.50IES, 6,240 SHARES OF SERIES B.

SAID RESOLUTION IS FOUND TO CONFOR BY THE VIRTUE OF THE AUTHORITY VESM TO LAW. ACCORDINGLY, I, rBY LAW, HEREBY ISSUE THIS TED IN ME i( CERTIFICATE OF RET IREMENT iC.4  ::

IN TESTIMONI WHEREOF, I HAVE SET MY

-J HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OF MISSOURI, ON THIS, THE

,j15TH DAY OF APRIL, 1997-f.Z i ;.c,,

e Qtc 9Le)l Cz4 Secretar3 of State

$25.00

., .i%..? d%. k .;Ld-.. - .%. V..%

Enclosure 16 to ULNRC-O622 UNION ELECTRIC COMPANY CERTWICATh OF RETIREMEN T OF PREFERRED STOCK AND RE DUCTION OF STATED CAPITAL Union Electric Company, a corporatio n organized and existing under the laws ofthe State of Missouri, does hereby certif as foll ows:

1. The name of this corporation is Uni on Electric Company (hereinafter referred to as Union Electric).

2. (a) On January 21, 1997, Union Electric redeemed the 330,001 out standing shares of its Preferred Stock, $7.44 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated valu e of the Preferred Stock, $7.44 Series, or a tota l of $33,000,100, out of its stated capital to the retirement of the 330,00] shares ofPreferred Sto ck, $7.44 Series.

3. (a) On January 21, 1997, Union Electric redeemed the 300,000 outstanding shares of its Preferred Stock, $6.40 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated valu e ofthe Preferred Stock, $6.40 Series, or a total of $30,000,000 out of its stat ed capital to the retirement of the 300,000 shares ofPreferred Stock, $6.40 Series.

4. (a) On January 21, 1997, Union Electric redeemed the 6,240 outstan ding shares of its Preferred Stock, $6.30 Series.

(b) 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 of its stated cap ital to the retirement of the 6,240 shares of Preferred Stock,

$6.30 Series.

Enclosure 16 to ULNRC-06272

5. (a) On January 21, 1997 Union Electric redeemed the 3,0 00 outstanding shares of its Preferred Stock, $5.50 Series B.

(b) Union Electric has applied

$100.00 per share, being the sta ted value of the Preferred Stock, $5.50 Series B, or a total of $300,000, out of its stated capital to the retire ment of the 3,000 shares of Preferred Stock, $5.50 Series B.

6. As a result of the retirement of 639,241 aggregate number of shares ofPreferred Stock as described above, the number of outstanding shares of preferred stock of Union Ele ctric has decreased from 3,434,336 to 2,795,095 and the preferred sto ck stated capital has been reduced from $219,121,100 to

$155,1 97,000.

7. The assets of Union Electric rem aining aft er said retirement of the agg regate of 639,241 shares of Preferred Sto ck were and now are sufficient to pay any debts of this corporation, the payment of wh ich has not been otherwise pro vided for.

IN WITNESS WHEREOF, Un ion Electric Company has caused this certificate to be executed, acknowledged and sw orn to by DONALD E. BRANDT

, Senior Vice President, and attested by JAMES C. THOM PSON, Secretary, and its corpor ate seat to be hereto affixed, alt on this 14th day of April, 1997.

UNION ELECTRIC COMPAN Y

Senior Vice Presi ent ATTEST:

FiLED AND CEFfl1RCATE 2

6 to ULNRC-06272 STATE OF MISSOURI

)

) S$

CiTY Of ST. LOUIS

)

DONALD E. BRANDT, first being dul y sworn upon his oath states that Vice President of Union Electric Compan he is a Senior y, that as such he executed the abo behalf of Union Electric Company, and that ve certificate on the statements contained therein are of his knowledge, information tiue to the best Subscribed and sworn to bcfbre me this 14th day ofApril, 1997.

Noxy Public C

\: o MSV DEBORM 1. ANZALONE ptijc-smw ST. LOUIS COUNT(

MYC#A1SSti EXPIRES RPP 18,199e 3

6 to ULNRC-06272 STATE OF MissouRi OFflCE OF SECRErARY OF STA TE JEFFERSON CRY 65102 Jaiiaxy 8, 1998 Re: UUC NPf (0000441)

Dear Corporation:

This is to advise tha t on the above date we have filed for record in this office a Statement of Change in the number of directors from ti (10) to eleven (U) . (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSM0.)

Very truly yours, REBECCA N. COOK Secretary of State Corporation Division Amendment Desk Ltr. #62

Enclosure 16 to ULNRC-06272 .

STATE OF MISSOURI ROY 0. BLUNT OFFICE OF SECRETARY OF SECRET*RYOFSTA1t STATE 314 / 7S146O9 JEFFERSON CITY 65102 STATEMENT OF CWNGE IN NUMBER OF DIRECTORS Sections 351.055(6),

351.085.1(4) and 351.315.3 RSMo No filing fee - File one copy Corporate Charter No.

40441

1. The name of the corpor ation is UNION ELECTRIC CC4PAN The name under which it was originally organi zed was MISSOURI ELECTRIC LIGH T AND PWER C(1PANY

2. Effective December 31, 199?

the number cf persons con board of directors was stituting its changed from TEN (10) to ELEVEN (11

)

anuarv 6. 1998 Corporate Officer Date James C. Thompson Secretary Foin 61

] /95

Enclosure 16 to ULNRC-06272

1. 00040441 M MM M .. *p OF MIS SOU Rebecca McDowell Coo k

Secretary of State CORPORATION DI fr;))

VISION CERTIFICATE OF MISSOURI CORPOR MERGER ATION SURVIVIN G

WHEREAS, Artic les of Merger of the following ARCH MERGER INC. corporations:

(#00414846)

INTO:

UNION ELECTRIC Organized and Ex CO MPANY (#00040441) isting Under Law 4- have been rece ived, found to of Missouri conform to law, and filed.

THEREFORE, I, RE Missouri, BE CC A MCDOWELL COOK issue this Cer , Secretary of merger of the af tificate of Mer State of )

orenamed corpor ger, certifying ations is effe that cted with UNION ELECTRIC COMPANY (#0 0040441) as the surviving corporation.

IN TESTIMONY WH EREOF, I HAVE SE HAND AND IMPRIN T MY TED THE GREAT SE THE STATE OF MIS AL OF SOURI, ON THIS, 31st Day of D THE ecember, 1997.

f )

, I A 1*)

tlfltl\ )J 11 LI)

s3o.oo Secretary of State

Enclosure 16 to ULNRC-06272 STATE OF MISSOURI OFFICE OF SECRETARY OF REBECCA COOK, Secretaiy Of Sta STATE te ARTICLES OF MERGER FIL&j AN*

MERGING D ARCH MERGERINC. ., CERCATE 10 WITH AND INTO UNION ELECTRIC COMPANY LiE 311 997 HONORABLE REBECCA COOK SECRETARY OF STATE 1t STATE OF MISSOURI TA tZ f P.O. BOX 778 JEFFERSON CITY, MO. 65102 Pursuant to the provisions of the Gen eral and Business Corporation Law undersigned corporations certify the of Missouri, the following:

1. That Arch Merger Inc. of Missou ri

2. That Union Electric Company of Mis souri are hereby merged and that the abo ve named Union Electric Company corporation. is the surviving

3. That the Board of Directors of Arc h Merger Inc. met on August 11, resolution adopted by a majority vot 1995 and by e of the members of such board app Agreement and Plan of Merger atta roved the ched hereto as Exhibit 1.

4. That the Board of Directors of Union Electric Company met on Aug by resolution adopted by a majorit ust 11, 1995 and y vote of the members of such board Agreement and Plan of Merger atta approved the ched hereto as Exhibit 1.

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

6. The Plan of Merger thereafter was submitted to a vote at the special mee shareholders of Union Electric Com ting of the pany held on December 20, 1995.

there were 102,123,834 shares of com At such meeting mon stock and 3,434,596 shares of outstanding and entitled to vote and preferred stock 75,091,584 voted in favor and 1,972,89 against said plan, with 28,493,956 sha 0 voted res abstaining or not voting.

6 to ULNRC-06272

7. PLANOFMERGER

a. Union Electric Compan y of Miss ouri is the survivor.

b. Mi of the property, rights are to be transferred to an , privileges, leases, and d become the property of Un patents of Arch Merger ion Electric Company, Inc.

The officers and board of dir the survivor.

ectors of the above named execute all deeds, assignme corporations are authoriz nts, and documents of every ed to effectuate a fill and complet nature which may be ne e transfer of ownership. ed ed to

c. The officers and board office until their successors of directors of Union Elec tric Company shall conti are duly elected and qualifi nue in laws of the surviving corpo ed under the provisions of ration. the by

d. The outstanding shares Union Electric Company of Arch Merger Inc. shall on the following basis: Ea be exchanged for share ch share of common sto s of Merger Inc. shall be convert ck of Arch ed into one share of comm Company. on stock of Union Elec tric

e. The articles of incorpora incorporation of the survi tion of Union Electric Comp ving corporation, until therea any shall be the articles fter amended as provided of and in such articles of inc orporation. by law

Enclosure 16 to ULNRC-06272 IN WITNESS WHEREOF, these Articles of Merger have been exe the aforementioned corporations cuted in duplicate by as of the day and year hereafter acknowledged.

(NO SEAL)

ARCH MERGER IN)ZN Donald E.flrandt President AITEST:

d%.taL (

William E. Jaude/

Secretaiy CORPORATE SEAL UNION ELECThJC COMPAN Y

C. W. Mueller President & Chief Executive Of fic er ATfEST:

Thompson

ErcIosure 16 to ULNRC-06272 STATE OF MISSOURI

)

) 55 CITY OF ST. LOUIS

)

I, L. ft..nrzk Ion a Notary Public, do hereby certify that onthe 31st dayof December ,

1997 , personally appeared before me DONALD E. BRANDT who

, being by me first duly sworn, decla red that he is the President of Arch Merger Inc., that he signed the foregoing document as President of the corporation, and that the state ments therein contained are true.

DEBORAH L My Commission Expires: NOTARY PUBI STAANZALONE T OF MISSOURI ST. LOUIs MYCOI1MJssf EXPIRCOUNTY ES APR 18,1993 STATh OF MISSOURI

)

) $S CITY OF ST. LOUIS

)

I, ck L. cioce a Notary Public, do hereby certil thatonthe 31st day of December , 19 97 ,personally appeared before me C. W. MUELLER, who bein g by me first duly sworn, declared that he is President and Chief Executive Officer of Unio n Electric Company, that he signed the foregoing document as President and Chief Exec utive Officer of the corporation, and that the statements therein contained are true.

My Commission Expires:

OBORAH L. ANZALONE

- NTARY ?ULICSTiJE OF MISSOURI ST. LOUIS COUNTY MY COMMISSION EXPIRES APR. 18,1998

Enclosure 16 tdULNRC-06272 I

STATE OF MISSOURI OmcE OF SECRErARY OF Si-ATE JEFFERSON OilY 65102 Ziy 4, 1996 Re: lUCt NKR1C (001J4(yj41)

Dear Corporation:

This is to advise th at on the above date we have filed for record in this offic e a Statement of Chang e in the number of directors from (11) to

. (Pursuant to Chapter 351.055f 6) and 351.025.2(4) RSM0.)

Very truly yours,

• REBECCA H. COOK

• Secretary of State Corporation Division Amendment Desk Ltr. f62

Enclosure 16 to ULNRC-06272 STATE OF MISsOURI ROY D. BLUNT OFFICE OF SECRETARY OF STATE SECnA Of SlATE 314/751-4609 JEFFERSON CITY 65102 STATEMENT OF CJThNGE IN NUMBER OF DIRECTORS Sections 351.055(6), 351.085.

1(6) and 351.315.3 RSMo No filing fee - File one copy Corporate Charter No. 40441

1. The name of the corporation is UNION ELECTRIC CCt1PANy The name under which it was original ly organized was MISSOURI ELECTRIC LIGHT AND P(JF R (Ct4PANY

2. Effective Apil 28. 1996 , the number cf persons consfititing is board of directors was changed from ELEVEN to FIVE April 30, 1998 Corporate Officer Date James C. Thompson Secretary For7n 61 1

Enoosure 16 to ULNRC-06272 CF State of Missouri Rebecca McDowell Cook, P.O. Box 776, Jefferson C Corporation Division ity,NJ4fl2f Vt D Statement of Change of JUL 0 6 1998 Registered *nt or Registered Office tc,_

4 ECRET.s. tD STAE iNSTRUCTIONS I. The filing fee for this change is lO.OO. Change must be file d in DUPUCATE.

2. P.O . Box may only be used in con junction with Street, Route or

3. Agent and address must be Highway.

in the State of Missouri.

4. If a corporation, officers (president or vice president presidents or vice presidents and secretary or assistant signature must be notarized. secretary) must sign, and

5. If limited partnership, gen eral partner must sign and hav e their signature notarized.

Charter No. 40441 The undersigned corporatio Missouri n or limited partnership, org for the purpose of changi anized and existing und ng its registered agent The er the laws of the State of Missouri, or the Missouri General and Business Co of Uniform Limited Partnership rporation Act Law, represents that:

(1) The name of the corporatio n/ltd. partnership is:

Union Electric Com pany (2) The name of its registered age nt before this change is:

William E. Jaudes (3) The name of the new registered agent is: J. Cook The address, including Street num ber, if any, of its registered offi ce before this change is:

191Y1 Chouteau Avenue, St. Louis, Missouri 63103

5) Its registered office (including street number, if any change is to be made) is hereby CHANGE D TO:

Nn Chnpe

5) The address of its registered offi ce and the address of the busines will be identical. s office of its registered agent.

as changed

) Such change was authorized by resolution duly adopted by the the limited partnership. board of directors of the corpor ation or by i*p. 58I2*94)

Enclosure 16 to ULNRC-06272 IN WITNESS WHEREOF, the undersigned corporation or limited partnership has in its name by its President or Vice President of the corpor caused this report o be executed ation, or General Partner of the limited attested to by the assistant seaetary if a corporation paxmership, and on the 1st day of July 98 19 Union Electric Company ot vornoe or United jmahip (CORPORATE SEAL) none By E--Q 4U1.2 or Vice Pzdrn o(axpaoa GcD&aZ Parm oC linütcd parmp

(%)

r u iu. O6i99 Staof Missouri City cFiErA!VO- S...:E fzrmTyof Si-

Barbara LunRwitz a Notary

, Public, do hereby certify that 1st on the day of July , 19 98 ,personally appeared before me Steve Sullivan who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, execut the foregoing document, and being first duly sworn, acknowledged that he/she signed the forego ing capacity therein set forth and declared that the statements therein ing document in the contain ed are true.

IN WflNESS WHEREOF, I have hereunto set hand and seal my the day and year before written.

(/I7Q%

Nor7 Public U

(Nocarial Seal)

My commission expires 9/2199 BARBARA LUf4GWFF! My County of Comnission Notary Public Notary Sea(

STATE OF MISSOURI City of St. Louis MY Commission Lxpirs: $,ptmbir 2.1999

EncloSure 16 to ULNRC-06272 No. 00040441 pJE OF MISSOLT Matt Blunt Secretary of State CORPORATION DIVISIO N

-Si CERTIFICATE OF CORPO RATE RECORDS UNION ELECTRIC CO MPANY I, MATT BLUNT, Secre and Keeper of the tary of State of the Great Seal thereof, State of Missou that the annexed pa do hereby certify ri **, **.*

ve copy of those certa s contain a full, true and complete in this office for in original documents on which certification file and of rec has been requested. ord IN TESTIMONY WHEREO F, I have set my hand and imprinted the GREAT SEAL of .1 -

the State of Missou ri, on this, the 5th day of DECEMBER, 2002.

1 Secretary of State

Enclosure 16 to ULNRC-06272 rr No. 00040441 OF MIS$0 I;

S UI?, f 4

r 4

41 Matt Blunt 1.

Secretary of State A, 4

CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA McDOWELL COOK, Secretary of St a State of Missouri, do hereby certify tha ate of the 4 copies of a resolution of t duplicate UNION ELECTRIC COMPANY r

41 a Missouri corporation relating to RETIREM STOCK, have been received in this office ENT OF PREFERRED The substance thereof is:

r 4

RETIRING 1,657,500 SHARES OF ITS PREFERRED STOCK, $1. 735 SERIES w

r L. Said resolution is found to conform to law ACCORDINGLY, I, by the virtue of the authority vested in me i by law, hereby issue this Certificate of a 1

ru. RETIREMENT.

4 IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the p 2nd day of DECEMBER, 2002.

I $25.00 Secretary of State

$30 ti-OD

Enclosure 16 to ULN -06272

/ UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporation org anized and existing under the laws of the State of Missouri, does hereby certi fy as follows:

1. The name of this corporation is Union Elec tric Company.

2.fa) On September 23, 2002, Union Elec tric Company redeemed the I ,657,500 outstanding shares of its Pre ferred Stock, $1 .735 Series.

(b) Union Electric Company has applied

$25.00 pet share, being the stated value of the Preferred Stock, $1 .735 Ser ies, or a total of $41,437,500, out of its stated capital to the retirement of the I ,657,500 sha res of Preferred Stock, $1 .735 Series.

3. As a result of the retirement of 1,657,500 shares of Preferred Stock as described above, the number of outstandin g shares of preferred stock of Union Elec tric Company has decreased from 2,795,095 to 1,737,595 and the preferred stock stated capital has been reduced from $155,197,00 0 to $113,759,500.

4. The assets of Union Electric Company remaining after said retirement of the I ,657,500 shares of Preferred Stock were and now are sufficient to pay any debts of this corporation, the payment of which has not ben otherwise provided for.

Enclosure 16 to ULNRC-06272

/

IN WITNESS WHEREOF, Union Electhc 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. Sulli van, Secretary, and its corporate seal to be hereto affixed, all on this ZU.day of Nov ember, 2002.

UNION ELECTRIC COMPANY By_________

e President and Trea9rer ATTEST:

Secretary FLED SECRETAR OF STATE

Enclosure 16 to ULNRC-06272 STATE OF MISSOUR I )

CITY OF ST. LOUIS ) SS

)

JERRE E. BJRDSO Vice President and Trea NG, first being duly sworn, upon his oath states tha surer of Union Electric Co t he is the above certificate on mpany, that as such he behalf of Union Electric ex ec uted the contained therein are Comp true to the best of his know any, and that the statements ledge, information and be lief.

5k;? 4L-(rre E. Bicdsohg Subscribed and sworn to before me thif.. day of Q

November, 2002.

Notary Public CAROL A. HEAD Noimy Pu& -Noty&aI STATE Ol MISSOURI Sr. Q,ahs Cority MyCcaurnssicn Expfres: Sep

t. 23,2006

Enclosure 16 to ULNRC-06272 I1tzIVhU FEB 2 1 2003 State of Missouri Ma Blunt, Secretary of 1Cc) State Corporations Division SECRETARY P.O. Box 775, Jefferson City, 1.fO 65102 OF STATfmes C. IGrIpatrkk Siste Intormalion 600W. Melu Street, Rm 322.JelTerso Center n Cit), MO 65101 Statement of Change of Registered Agent and/or Registered Office By a Foreign or Domestic For Pro fit or Nonprofit Corporation Instructions I. This form is to be used by either a for profit or nonprofit corporation to change either of its registered agent and/or the address of or both the name

2. its existing registered agent.

There isa $10.00 fee for filing this statemen

t. ft must be filed in DUPLICATE.

3. P.O. Box may only be used in conjunction 4.

with a physical Street address.

Agent and address must be in the State of Missouri.

5. The corporation maynQI act as its own agent.

Charter No..

00040441 (I) The name of the corporation is: Union E1ctric Compan y

(2) The address, including street and number, of its present registered office (before chan ge) is:

1901 Chouteau Avenue, St. Lou is, MO 63103 Address City/State/Zip (3) The address, including Street and number, of its registered office is hereby changed to:

One Ameren Plaza, 1901 Choutea u Avenue, St. Louis, MO Address 63103 (P.O. Box may izix be used hi conjunction with a physical stree t address) CitylState/Zip f4) The name of its present registered agent (before change) is:_James 3. Cook (5) The name of the new registered agent is: Ronald K. Evans Authorized signatuj f yiregistcred agentm appear below:

J (May tittuch sepuratu ortg:rtttti cr,ruted uT7Ue,g

,Yjnsen, to this farm in lieu ofthis ignnture)

(6) The address of its registered office and the addr ess of the office of its registered agent, as will be identical. changed.

(7) The change was authorized by resolution duty adopted by the board of directors.

In affirmatlo of the facts stated above, Steven R.

(A uthorized signature of q/flcur at; if uppJicable thuirn, Sullivan un of the board) (Pnngcd Mime)

SeCretary (Ttlk) -

3 tinonth.Iay/yaar)

Corp. #59(11/00) 6 to ULNRC-06272 Office of the Secretary of State State of Missouri MATF BLUNT Jefferson City SECRETARY Of STATE CORPORATIONS DIVISION 65101 (866) 223-6535 TOLL FREE May2$,2004 Ameren Services One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63 166-6149 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 of Change in the number of directors from five (5) to eleven (11).

(Pursuant to Chapter 35 1.055 (6) and 351.085.2 (4)

RSMo.)

Denise Gent P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov

Enclosure 16 to ULNRC-06272 File Number: 200415 421101 00040441 Date Filed: 051281200 4

Maft Blunt Secretary of State C.tpaniiie.s Dtwiiea P.O. .z 771 UI W.

Miii Street, RN ifl JdTerso Otl, MO 5l 2

Statement of Change in Number of Directors Sections 351.055(6), 351

.085.1(4) and 351.3 15.

3 RSMo No filing fccFile onecop y

Corporatc Cnartcr No. 000404 41 I. Thc name of the C Union Elecinc Company ration

2. Effective April 22. 2003 mcndVthy(year , tim number of persons con stituting its board of director s was changed from live (5) to eleven (11) s Ronald R. Evans, Assistant Secretar

?tinted Nam e y Tide Date 2

Ecern 6t B l2O2 State of Missouri Statement of Correction 1 Page (s) iiiiirnuIIIHUfl 10415307024 6

to ULNRC-06272 Office of the Secretaxy of State State of Missouri MATI BLUNT Jefferson City CORPORATIONS DIVISION SECRETARY OF STATE 65101 (866) 223-6535 TOLL FREE May28, 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 (11) to six (6).

(Pursuant to Chapter 351.055 (6) and 351.085.2 (4)RSMo.)

Denise Gent P. 0. Box 772 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov

Enclosure 16 to ULNRC-06272 File Number: 200415421 104 00040441 Date Filed: 0512812004 Malt Blunt Secretary of State n..

t.O. Buz 7711600W. Mala Jeffrrso. Cfty, MO 65112 Steeç R 322 Statement of Change in Nu mb er of Directors Sections 351.055(6), 351.085.1(4) and 351.315.3 RSMo No filing fec F i)c one copy Corporate Charter No. 00040441 m name of thc Corporation Union Electric Company

2. Effective Aptil 27, 2004

, the ntanbcr of persons constituti mociWdaylye.r ng its board of directors was changed from SIX(6) to Ronald K. Evans, As Signaus sistant Secretary Prinil Name Tide dlReState Other I page(s)

Fern, SIB

• lMIIm 32/02

Enclosure 16 to ULNRC-06272 I

File Number: 200524153806 0004044f State of Missouri I Date Filed: 0212912005 Robin Camahan Robin Carnahan, Secretary of State L Secretary of State -

Corperoos Dtvtooi P.O. San 77$ f 605W. Main Street, Rm 322 JefleriaaOty,MO 65102 Statement of Change of Registered Agent andlor Registered Office By a Foreign or Domestic For Profit or Nonprofit Corporation or a Limited Liability Company Jnstnictions both the I. This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or name of its registered agent and/or the address of its existing registered agent.

2. There is a $10.00 fee for filing this statement.

3. P.O. Box may only be used in conjunction with a physical street address.

4. Agent and address must be in the State of Missouri.

5. The corporation may not act as its own agent.

Charter No._________________

The name of the business entity is: Union Electnc Company (I)

(2) The address, including street and number, of its present registered office (before change) is:

One Ameren Plaza, 1901 Chouteau Avenue St. Louis, NO 63703 Address CtSseIZJp (3) The address, including street and number, of its registered office is hereby changed to:

500 East Independence Drive Union, MO 63084 ASjrss (P0. Sos may only be aed In conj.mcrion with apkys ical greet tthrss) CirjVSraIW4, Ronald K. Evans (4) The name of its prcse.t registered agent (before change) is:

Kenneth 1. Schmidt The name of the sew registered agent is:

(5)

Authorized signature of sew registered agent mast appear be (Ma)r ac.Csep,Ik e.iiatly ar eJwirrar co.ue, go thI a, lica of thu sinanrçl (6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7) The thange was duly authorized by the business entity named above.

In Afilrmaboe. f the facts ststed above are tnse and conect:

(The undersi ds that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

Ronald K. Evans Pnsedt,Iamc Awthocfr.dstr,,enur ofofficer o yçpecu.We. chairman of the board Assistant Secretary .-9 -aocs monthldaylyan fltk Name and address to return filed document: State of Missoun Chaw of Agen I Page(s)

Name:

A AA.....

City State, and Zip Code; T0524f55831

Enclosure 16 to ULNRC-06272

Øe6 11214 flNEREN LECIRL DEPT CHESTER]. CULVER STATEMENT OF CHANGE OF REGISTERED OFFICE Secretary of State AND/OR State of Iowa REGISTERED AGENT Pursuant to Iowa law, the undersigned submits this Statement to change the business entitys registered office andlor registered agent in Iowa. Read the INSTRUCTIONS on the back ot this form before completing the information and signing below.

f. The NAME of the business entity is: Union Electric Company

2. The Street dress of the CURRENT registered OFFICE as indicated on the Secreta ry of States records is:

523 No. Water Street Keokuk IA 528325960 Qiy zip

3. The street address of the NEW registered OFFICE is:

523 No. Water Street Keokuk

• seeet IA 52832-5960 stale

4. The na of the CURRENT registered AGENT as indicated on the Secretary of States records is:

K. P. Blank

• (if mor, than one AW4T £ isfst,d. ina. eelilne cools being Jeaced.)

5. The name f the NEW registered AGENT is: Larry Weiman

6. If the REGISTERED AGENT has changed, the NEW Registered Agent must sign here, consenting to theit appointment, attach their written consent to this form. or Complete ONLY if the Registered Agent changes.

FILED

7. If the REGISTERED AGENT ranaes the street adØres  !OWA s of their business office on this fom SECRETARY OF STATE here indicating that NOTICE of the change has been given to the business entity.

yyjJ)))

signature ot Registered Agent I/W4575 10 Complete ONLY if the Registered Agent changes the 11111110 street address of their business office.

B. After anyJall change(s) are made, the street addres s ofjhc registered offiç and the str!g

.,ll b identic al.

9. Signature by authorized representative:

See stst,uction 5 on back Date: cV2tcD RtNTNameandTitIe: Ronald K. Evans, Assistant Secretary (314) 5542156 Nam Id Title Telephone Numbet TOWL P.2

Enclosure 16 to ULNRC-06272 CORP. FILE Office of the Secretary of State State of Missouri ROBIN CARNAHAN Jefferson City CORPORATIONS DIVISION SECRETARY OF STATE 65101 ($66) 223-6535 TOLL FREE March 14,2011 Ameren Energy 1901 Chouteau Ave., P0 Box 66149 St. Louis, MO 63166 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 six (6) to five (5).

(Pursuant to Chapter 351.055 (6) and 351.0$5.2 (4) RSMo.)

Secretary of State Business Services Division P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov JAMES C. KIRKPATRICK STATE INFORMATION CENTER 600 W. Main Street

• P0 Box 77$

• Jefferson City 65102 Administrative Rules

• Business Services

• Elections

• Publications

• Securities

• State Archives

• State Libraiy.

Wofflier Library

closure 16 File Number:

00040441 Date Filed: 0311412011 meren Robin Camahan Secretary of State I-March 9, 2011 Missouri Secretary of State Business Services OMsion P.O. Box 778 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective March 2, 2011, the number of persons constituting its board of directors for Union Electric Company. Charter No.: 40441, was changed from six (6) to five (5). I understand Form 615 no longer exists and a form filing is no longer required for this change: that It Is strictly optional information. By way of this letter, we are simply notifying you of this change.

if you have any questions, please contact me at (314) 554-2021 or dfilnnameren.com.

Yours very twly, Cwa qa4t4k-Carla J. Flinn Corporate Paralegal Legal Department

,

.. State of Missouri Arnend(R*tt - Gen Bus I Page(s) g

:.*: (ç)

c..) :f l .]I *1:*

r  ;.

1901 Choutesu Avenue Azneren corn PC BOx 66149 Si Louis MO 63190-8149

Enclosure 16 to ULNRC-06272 4y CORP. FILE ViAfflerefi May 12,2011 Missouri Secretary of State Business Services Division P.O. Box 778 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective April 21, 2011, the number of persons constituting its board of directors for Union Electric Company, Charter No.: 40441, was changed from five (5) to seven (7). I understand Form 61 B no longer exists and a form filing is no longer required for this change; that it is strictly optional information. By way of this letter, we are simply notifying you of this change.

If you have any questions, please contact me at (314) 554-2021 or cflinn(ameren.com.

Yours very truly, cwLta:.qw3frvt/

Carla J. Flinn Corporate Paralegal Legal Department 1901 Chouteau Avenue St Louis. MO 631666149 Ameren.com

Cndourc 1G -

to ULNRC-06272

File Number y, 00040441 Date FIled

0511612011 Alilerell Robin Camahan Secretary of State May 12,2011 Missouri Secretary of State Business Services Division P.O. Box 776 Jefferson, Missouri 65101 Re: UNION ELECTRIC COMPANY Charter No.: 40441

Dear Sir or Madam:

This is to inform you that effective April 21, 2011, the number of persons constituting its board of directors tar Union Electric Company, Charter No.: 40441, was changed from five (5) to seven (7). I understand Form 61B no longer exists and a form filing is no longer required for this change; that ft is strictly optional information. By way of this letter, we are simply notifying you of this change.

If you have any questions, please contact me at (314) 554-2021 or cfiinncameren.com.

Yours very truly, CWLt6. Wfr{/

Carla 1. Flinn Corporate Paralegal Legal Department State of Missouri AmendlRestate Other 1 Page(e) 1901 ChouteauAvenue P0Box66l49 St Louie, MO 63166-6149 Ameren.com ::::::::.:::

6 to ULNRC-06272 00040441 CERTIFICATE Of CORPORATE RECORDS UNION ELECTRIC COMPANY I, ROBIN CARNAHAN, Secretary of the State of the State of Missouri and Keeper of the Great Seal thereof do hereby certify that the annexed pages contain a fifil, true and complete copy of the original documents on file and of record in this office for which certification has been requested.

IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 6th day of June, 2011 Secretary of State cab.cai Nianber: 13886459-1

Reference:

6886-1 Veri this ceilifcate online at /ww.sosmo.gov/businesenhtiscskb/veiif.asp 6

to ULNRC-06272 File Number:

00040441 Date Filed: 0610312011 Robin Camahan Secretary of State UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporation organized and existing under the Jaws of the State of Missouri, does hereby certi5 as follows:

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

2. (a) On August 10, 2010,Union Electric Company redeemed the 330,000 outstanding shares of its Preferred Stock. $7.64 Series.

(b) Union Electric Company has applied $100.85 per share, being the stated value of the Preferred Stock, $7.64 Series, or a total of $33,280,500, out of its stated capital to the retirement of the 330,000 shares of Preferred Stock, $7.64 Series.

3. As a result of the retirement of 330,000 shares of Preferred Stock as described above, the number of outstanding shares of preferred stock of Union Electric Company has decreased from 1,137,595 to 807,595 and the preferred stock stated capital has been reduced from $113,759,500.00 to

$80,759,500.00.

4. The assets of Union Electric Company remaining after said retirement of the 330,000 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:

fremainder of page left inteiatlonally blank signature page foilowsJ State of MISSOUrI Gen Bus 2 Page(s) 6 to ULNRC-06272 N WITNESS WHEREOF, Union Electric Company has caused this certificate to be executed, acknowledged and sworn to by Gregory L. Nelson, Senior Vice President, General Counsel and Secietaiy, and attested by Craig W. Stensland, Assistant Secretaiy, and its corporate seal to be hereto affixed, alt on this 3 day of June, 201 1.

CO%

ZfT Gre L.elson, SVP, GC & Secy.

A(2/

Craig Stensland, A9t.

STATE Of MISSOURI )

) SS CITY Of ST. LOUIS )

On this 3 day of June in the year 2011, before me, Carla J. Flinn, a Notary Public for said State, personally appeared Gregory L. Nelson, the Senior Vice President, in and General Counsel and Secretary of Union Electric Company, a Missouri corporation, known to the person who executed the within document, and did state that the seal affixed to me to be the within instrument is the corporate seal of said corporation and that said instrument was signed sealed in behalf of said corporation by authority of its Board of Directors, and acknow and ledged to me that he executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid, the day and year first above written.

Q(%ftj1C4L44/

My Commission Expires: qDjiOI4 Cad.J.Fllnn.NMiryPtbHa Nateiy Sad, Stat. at 1 W Mssoad-St,LcutaCky I Commission #1030W05 S L1J U,.io Elecuic ce,emcue of Rcurcmer.t ot3lcck. Jim. 2011 rer Au 2010 pijoo.oOC 2

Enclosure 16 to ULNRC-06272 SOS 030 (01-2005)