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ARTICLES OF fNCORPORATION UNION ELECTRIC COMPANY RESTATED 04/1 2iI 994
 
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SrTE Judith K. Moriarty SECRETARY    012 STATE CORPORATION DIVISION RESTATED ARTICLES OF INCtJRPORAIION WHEREAS, UNION ELECTRIC COMPANY A CORPORATION ORGANiZED UNDER THE GENERAL AND BUSiNESS CORPORATION [AW HAS FILED IN THE OFFICE OF THE SECRETARY UF STATE DUPLICATE ORIGINALS UF RESTATED ARTICLES OF INCURPURATIUN AND HAS, IN ALL RESPECTS, CUNPLIED WITH THE REUU]REMENTS OF THE GENERAL AND BUSINESS CORPORATION LAW GOVERNING RES1ATED ARTICLES OF INCORPRATIUN, AND THAT SAID RESTATED ARTICLES SUPERCEDE THE ORIGINAL ARTICLES OF              INCORPORATION AND ALL AMENDMENTS THERETO.
IN TESTIMONY WHEREOF,              I HAVE SET  MY HAND AND IMPRINTEI) THE            GREAT SEAL  OF THE STATE OF MISSOURI,              UN THIS, THE 12TH DAY OF APRIL, 199LI.
ScrcIan of    lair
                  $20.00 Ii                          I
 
RESTATED ARTICLES OF INCORPORATION OF UNION ELECTRIC COMPANY Pursuant to the provisions of Section 351.106, R.S.Mo. 1986, as amended, the undersigned Corporation adopts the following Restated Articles of Incorporation FIRST That the name of the Corporation shall be UNION ELECTRIC COMPANY.
SECOND be 1901 That the registered office of the Corporation in the State of Missouri shall red agent at such address Chouteau Avenue, St. Lous, Missouri 63103, and the name of the registe shalt be William E. ]audes.
THIRD authority to issue is That the aggregate number of shares which the Corporation has the 7,500,000 shares of 182,50  0.000 classified into 25,000.000 shares of Preferred Stock without par value, 0,000 shares of Common Stock with Preference Stock with the par value of $1 per share, and 150,00 the par value of $5 per share.
follows:
(a)      The Preferred Stock has heretofore been, or shall be, issued in series as in the following (1)    The Preterred Stock has heretofore been issued and is outstanding 330,001 shares of Preferred amounts and series: 330,000 shares of Preterred 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
                                                                  $4.75 Series; 200,000 shares of Preferred Stock, $5.50 Series B; 20,000 shares of Preferred Stock, Series; 40,000 shares of Preferred Stock, $4.56 Series; 213,595 shares of Preferred Stock, $4.50 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: 130,000 shares of Preferred Stock, $3.50 Series:
d rates per share for such series; Preferred Stock, $1.735 Series The respective annual dividen tive dates from which the respective dates (hereinafter in this paragraph (1) called cumula date for the first dividend dividends on all shares of such series issued prior to the record 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 d and unpaid dividends) for paragraph (I) catted liquidation prices) per share (exclusive of accrue ary or involuntary dissolution, such series payable to the holders thereot in case of volunt heretofore fixed by the Board of liquidation or winding up of the aftairs of the Corporation; all as Directors as follows:
 
Voluntary                Involuntary        Sinking Cumulative      Redemption        Liquidation              Liquidation          Fund Dividend Date            Price            Price                    Price          Provisions Series            Rate 1/19/93            fi)              (I)                    100.00            None
$7.64            7.64 101.00          101.00                  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          110.00                  100.00            None
$5.50 A          5.50          12/30/83 103.50          103.50                  100.00            None
$5.50 B          5.50          12/30/83 102.176          102.176                  100.00            None
$4.75            4.75          12/30/83 102.47          102.47                  100.00            None
$4.56            4.56          11/15/63 170.00          705.50                  100.00            None
$4.50            4.50          5/15/41 105.00          105.00                  100.00            None
$4.30            4.30          12/30/83 105.625          105.625                  100.00            None
$4.00            4.00          8115/49 704.75          104.75                  100.00            None
$3.70            3.70          8/15/45 110.00          110.00                  100.00            None
$3.50            3.50          5/15/46 (iii)            (iii)                    25.00            None S1.735            1.735          8/11/93 ed on February (i)    Not redeemable prior to February 15. 2003; $703.82 if redeem 0 it redeemed on February 15, 15, 2003 or thereafter and prior to February 15. 2004; $103.4 97 it redeemed on February 15, 2004 or thereafter and prior to February 15, 2005; $102 5 if redeemed on February 15, 2005 or thereafter and prior to February 15, 2006; $102.5 if redeemed on February 15, 2006 or thereafter and prior to February 15. 2007; $102.12 it redeemed on February 15, 2007 or thereafter and prior to February 15, 2008; $107.70 if redeemed on February 15.
2008 or thereafter and prior to February 15, 2009; $101.27 5 if redeemed on February 15, 2009 or thereafter and prior to February 15, 2010; $100.8 if redeemed on February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 if redeemed on February 15, 2011 or thereafter and prior to February 15. 2012; $100.00 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 on June 1 in each year accrued and unpaid dividends to the date of redemption, ed Stock. $6.30 Series; that shares of beginning with June 1, 1984, 260 shares of Preferr shall be selected pro rata from the Preferred Stock, $6.30 Series, selected for redemption Series, redeemed pursuant to holders thereof; and that shares of Preferred Stock, $6.30 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 1, 1998; $25.00 on thereafter.
t    the provisions of (2)    Additional shares of the Preferred Stock may, sub,iec to additional shares of Preferred Stock paragraphs (1) and (6) of subdivision (k) below, be issued as
 
s of one or more other series of Preferred Stock, of any of the series designated above or as share s
with such distinctive serial designations as shall be set forth in the resolution or resolution from providing for the issue of such stock or in such time to time adopted by the Board of Directors as may be required by law; and in any such other instrument providing for the issue of such stock nt, as the case may be, with respect to each resolution or resolutions or such other instrume r        the series designated above) the Board of particular series of the Preferred Stock (othe than fix, to the extent which may be permitted by law, Directors is hereby expressly authorized to s which shall not exceed $8 (i)    the annual dividend rate lot the particular serie on all shares of such series issued prior to per share, and the date from which dividends ent date shall be cumulative; the record date for the first dividend paym cular series which (exclusive of (ii)    the redemption price per share f or the parti ed $720 per share; accrued and unpaid dividends) shall not exce e of accrued and unpaid (iii)  the amount or amounts per share (exclusiv the holders thereof in case of dissolution, dividends) [or the particular series payable to Corporation, but such amount or amounts liquidation or winding up of the affairs of the shall iiot exceed $120 per share; h shares of the particular series (iv)    the terms and conditions, if any, upon whic for, shares of any other class, including the shall be convertible into, or exchangeable nt ersion or exchange and the terms of adjustme price or prices or the rate or rates of conv thereof, if any; created for the purchase or fv)    the terms and amount of any sinking fund rred Stock; and red emption of the particular series of Prefe ictive or other provisions relating to, (vi)    any other characteristics of, and any restr les of inconsistent with the provisions of the Artic the shares of each particular series not to fix.
d of Directors may by law be permitted Incorporation, as amended, as the Boar in all respects series shall be identical with each other All shares of Preferred Stock of any one all shares of all ends thereon shall be cumulative; and except as to the date from which divid rdless of series, and dividends and assets with each other, rega series shall be of equal rank as to provided.
all other respects except as hereinbefore shall be identical with each other in apart tot Stock shall be paid or declared or set (b)      Before any dividends on the Common entitled to receive, but Stock at the time outstanding shall be payment, the holders of the Preferred n of dividends, funds legally available for the declaratio only when and as declared, out of any with respect to the ve  cash  divid  ends  at the respe ctive annual rates hereinbefore specified cum ulati of any other series, at above, or, in the case of Preferred Stock series of Preferred Stock designated d of Directors as cular series theretofore fixed by the Boar the annual dividend rate for the parti
 
th days of February, May, August, and hereinbefore provided, payable quarter-yearly on the fifteen the respective dates, not exceeding forty days November in each year, to stockholders of record on e by the Board of Directors in advance of preceding such dividend payment dales, fixed tot the purpos nds on shares of the Preferred Stock shall be the payment ot each particular dividend. Such divide cumulative, nd on the shares of such series.
(1)    if issued prior to the record date for the first divide nated above, from the respective dates then, in the case of the series of Preferred Stock desig case of Preferred Stock of any other series, hereinbefore specified with respect thereto, or, in the 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 during the period commencing imrnediatety nt date for such dividend, then from said last dividend and terminating at the close of the payme mentioned dividend payment date; and date next preceding the date ot (3)    otherwise trom the quarter-yearly dividend payment issue of such shares; of the Preferred Stock shalt not have been paid for all so that if dividends on all outstanding shares tull dividends thereon for the current quarter-yearly past quarter-yearly dividend periods, and the or declared and set apart for payment, the deficiency shalt dividend period shall not have been paid, d and set apart for payment, but without interect on be futly paid or dividends equal thereto declare be declared or any distribution made on the Common cumulative dividends, belore any dividends shall not be entitled to receive any dividends thereon other Stock. The holders of the Preferred Stock shall (b).
than the dividends referred to in this subdivision rs, may redeem the whoe or any (c)    The Corporation, at the option of the Board of Directo or the whole or any part of any series thereof, at part of the Preferred Stock at the time outstanding, 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 hereinbetore such redemption price therefor as shall have been fixed Preferred Stock of any other series, by paying so ed, together with a sum, in the case of each share by the Board of Directors as hereinbefore provid share is a dividend rate for the series of which the particular to be redeemed, computed at the annual such such share became cumulative to the date fixed for 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 l
in the English language and published and of genera 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 general circulation in the City of SI. Louis, more for such redemption. At least thirty days and not not more than sixty days prior to the date fixed
 
to the holders of record than sixty days previous notice of every such redemption shall also be mailed as the same shall appear on the of the Preferred Stock to be redeemed, at their respective addresses defect therein or in the mailing books of the Corporal ion; but no failure to mail such notice not any shares of the Preferred thereof shall affect the validity of the proceedings for the redemption of any any series of the Preferred Stock Stock so to be redeemed. In case of the redemption of a part only of other manner as the Board of at the time outstanding, the Corporation shalt select by tot or in such of Directors shalt have full power Directors may determine, the shares so to be redeemed. The Board ed, to prescribe the manner In and authority, subject to the limitations and provisions herein contain shall be redeemed from time to which and the terms and conditions upon which the Preferred Stock publication, and if on or before the time. If such notice of redemption shall have been duly given by redemption shalt have been set redemption date specified in such notice all funds necessary for such any certificate for the shares of the aside so as to be available therefor, lhen, notwithstanding that surrendered for redemption, the shares Preferred Stock so called for redemption shall riot have been the hands of the persons who are the represented thereby shalt no longer be deemed outstanding in right of such holders to receive dividends holders thereof immediately preceding such redemption, the redemption so fixed, and alt rights of such thereon shalt cease to accrue from and after the date of called for redemption shall forthwith on such holders with respect to such shares of Preferred Stock so of such holders to receive the amount redemption date cease and terminate, except only the right ed, however, that the Corporation may, payable upon redemption thereof, but without interest; provid tion, or giving irrevocable Instructions after giving the first notice by publication of any such redemp notice, deposit in trust, tor the account of therefor, and prior to the redemption date specified in such a bank or trust company in good standing, the holders ot the Preferred Stock to be redeemed, with or of the State of New York, doing business organized under the laws of the United States of America a capital, surplus and undivided profits in the Borough of Manhattan, The City of New York, having such redemption, and thereupon all shares of aggregating at least $5,000,000, all funds necessary for have been made shall no longer be the Preferred Stock with respect to which such deposit shall s, and all rights of such holders with respect to deemed to be outstanding in the hands of such holder deposit in trust cease and terminate, except such shares of Preferred Stock shall forthwith upon such e upon the redemption thereof, but without only the right of such holders to receive the amount payabl ed at any time may, in the discretion of the interest. All or any shares of the Preferred Stock redeem reissued or otherwise disposed of at any time Board of Directors and to the extent permitted by law, be Articles of Incorporation, as amended.
or from time to time subject to the provisions of these g up of the affairs of the Corporation, (U)    In the event of any liquidation, dissolution or windin s of the Common Stock, the holders of shares then before any distribution shalt be made to the holder entitled to be paid in cash, in the case of the of the Preferred Stock at the time outstanding shall be
 
series of Preferred Stock designated above, the respective amounts hereinbefore specified with respect thereto, and, in the case of Preferred Stock of any other series, such amount as shalt have been Fixed by the Board of Directors as hereinbefore provided, together with a sum in the case of each such share, computed at the annual dividend rate for the series of which the particular share is a part from the date from which dividends on such shares became cumulative to the date fixed for the payment of such distributive amounts, less the aggregate of the dividends theretofore or on such date paid thereon. After such payment to the holders of the Preferred Stock, the remaining assets and funds of the Corporation shall be divided and distributed among the holders of the Common Stock then outstanding according to their respective shares.
(e)    Unless and until tour quarter-yearly dividends payable on the Preferred Stock shall be in default, in whole or in part, every stockholder shall have one vote for each share of Preferred Stock, of and one vole for each share of Common Stock, held by him, on all matters, including the election Directors, except as otherwise provided by law or by these Articles of tncorporation, as amended. If and when four quarter-yearly dividends (whether or not consecutive) payable on the Preferred Stock of shalt be in default, in whole or in part, every stockholder shalt have one vole for each share except the Preferred Stock, and one vote for each share of Common Stock, held by him, on alt matters and election of Directors, and in such case the number of Ditectors of the Corporation shall thereupon, until such default shall have been remedied, be two more than the number specified in and pursuant Stock at the to Article Fifth of the Articles of Incorporation, as amended, the holders of the Preferred time outstanding, voting separately as a class, shall become entitled to elect the two additional during the members of the Board of Directors, and at each annual election of Directors thereafter class, shall be continuance of such default the holders of the Preferred Stock, voting separately as a Stock, voting entitled to elect two members of the Board of Directors and the holders of the Common However, if separately as a class, shall be entitled to elect the remaining Directors of the Corporation.
shalt thereafter be paid and when all dividends then in default on the Preferred Stock then outstanding as soon as (and such dividends shall be declared and paid out of any funds legally available therefor special right herein reasonably practicable), the Preferred Stock shall thereupon be divested of such the Preferred Stock provided for to elect such members of the Board of Directors, the voting power of such default, and and the Common Stock shall revert to the status existing before the occurrence of and pursuant to the number of Directors ol the Corporation shall again be the number speciried in the same provisions for Article Fifth of the Articles of Incorporation, as amended; but always subject to default or defaults. A vesting such special rights in the Preferred Stock in case of any similar future Stock shalt vote as meeting of the holders of the Preferred Stock, at which the holders of the Preferred such two additional a class, shalt be held at any time after the accrual of such special right to elect for a special members of the Board of Directors, upon notice similar to that provided in the By-laws
 
meeting, upon call by the holders of not less than 1.000 shares of the Preferred Stock or upon call by the Secretary of t he Corporation at the request in writing of any holder of Preferred Stock addressed to him at the principal oflice of the Corporation. Upon termination of such special right at any time by reason of the payment of all accumulated and defaulted dividends on such stock, the terms of office of all persons who may have been elected Directors of the Corporation by vote of the holders of the Preferred Stock, as a class, pursuant to such special right shall forthwith terminate.
Whenever Directors are elected by the stockholders by classes, pursuant to this subdivision 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 fit led by the affirmative vote of the majority of the remaining Directors, and the Directors so elected shalt hold office until their successors shall be elected and qualified.
(f)    In all elections for Directors, each shareholder shall have the right to cast as many votes In the aggregate as shall equal the number of voting shares held by him multiplied by the number of Directors to be elected, and may cast the whole number of votes, either in person or by proxy for one candidate or distribute such votes among two or more candidates; provided, however, that in case t he Directors are to be elected by particular classes of stock as provided in the Articles of Incorporation, as amended, in the event of default in the payment of dividends on the Preferred Stocl,, each holder of the particular class of stock shall have the right to cast as many votes in the aggregate as shall equal the number of shares of such class held by him multiplied by the number of Directors to be elected by such class, and may cast the whole number of such votes for one candidate for Director to be elected by such class or may distribute such votes among two or more candidates for Directors to be elected by such class.
(g)    Except as otherwise provided by law or by the Articles of Incorporation, as amended, the holders of record of a majority of the outstanding shares of capital stock of the Corporation entitled to vote at any meeting ol shareholders, present in person or represented by proxy, shall constitute a quorum at such meeting; provided, that in no event shalt a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to
 
adjourn the meeting to a specified date not longer than ninety days after such adjournment, without notice other than announcement at the meeting.
(h)    No holder of Preferred Stock shall be entitled as such as a matter of tight to subscribe for or purchase any part of any new or additional issue of stock ot securities convertible into stock, of any class whatever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.
(I)      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 ot 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 safe or other dispDsition as the Board ot 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 dividend 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 (b) any stock ownership, stock purchase, stock option, stock bonus, savings, pension or other plan in connection with which employees or former employees (including officers and directors) of the Corporation or any subsidiary of the Corporation may purchase or acquire Common Stock (or securities of the Corporation convertible into or 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
 
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 ot such Common Stock held tor 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 purchaser than the terms upon which such shares are offered to others than such holders of the Common Stock; provided that the Corporation shall not be obligated to offer or to issue any fractional interest in a full share of Common Stock; and provided further that the time within which such preemptive rights shall be exercised may be limited to such time as to the Board ot 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.
(j)        So long as any shares of the Preferred Stock ate outstanding, no amendment to the Articles of Incorporation which would change the express preferences, priorities or character of the Preferred Stock or the rate of dividend to be paid thereon in any manner substantially prejudicial to the holders thereof shall be made, except as hereinafter in subdivisions (k) and (n) provided and except 8fl 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 additic)nat vote or consent of stockholders as from time to time may be required by law.
(k)        So tong as any of the shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the holders of at least two-thirds of the aggregate number of shares of the Preferred Stock then outstanding:
(1)    sell or otherwise dispose of any shares of the Preferred Stock or of stock of any other class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends, unless the net earnings of the Corporation available for the payment of dividends on the Preferred Stock and on all such other classes of stock, computed in accordance with good accounting 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 ot the Preferred Stock and of all other classes of stock ranking on a parity with or having any preference
 
                                                      - tO -
over the Preferred Slock 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 of 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 atithorized number of shares of the Preferred Stock; or (4)    reclassify 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 subdMsion (6),
slated capital represented by any preferred stock having a par value shall be the par 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 dMdends) in preference to the Common Stock upon involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whichever is greater; but any such action requiring such affirmative consent of the holders of the Preferred Stock, as provided in this subdivision (k), may be taken with such vole or consent of stockholders as may at the time be required by law, but with at least the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the hoTders of two-thirds of the aggregate number of shares of Preterred Stock then outstanding. Stock shall not be considered to be outstanding for any of the purposes of this subdivision (k) or of subdivision (j) above, if the Board of Directors shall have determined to redeem such stock and if the first publication of notice of redemption shall have been
 
made, or irrevocable instructions given therelor, and afl lunds necessary lot such redemption shall have been deposited in trust for such purpose.
I)    No amendment to the Articles of Incorporation which would changc the proiisions of the foregoing subdivisions (0. (g) or (E) in any manner substantially prejudicial to the holders of any class of stock, shall be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duty called for such purpose) of the holders of at least two-thirds of the aggregate number of shares of capital stock of the Corporation then outstanding and entitled to vote; but such amendment may be made with such affirmative consent, together with such additional vote or consent of shareholders as from time to time may be requited by law.
(m)    No amendment to the Articles of Incorporation providing for the creation or increase of Preferred Stock of any class shall be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duty called for such purpose) of the holders of at least a majority of the aggregate number of shares of Common Stock of the Corporation then outstanding; but such amendment may be made with such affirmative consent, together with such additional vote or consent of holders of Preferred Stock of the Corporation as shall at the time be required by the Articles of Incorporation, as amended.
(n)    Subject to the provisions of subdivisions tj), (k), (I) and Cm) hereof, the Corporation reserves the tight to amend, alter, change or repeal, to the exlent now or hereafter permitted by law, any provision in its Articles of Incorporation, as amended, (including the authorizing of preferred stock junior to the Preferred Stock as to dividends and assets and the changing of any authorized but unissued shares of the Prelerred 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 dMdend 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 are granted subject to this reservation.
fo)      Subject to the provisions of subdivision fk) hereof, the Corpotation 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 lix 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 shall be received by the Corporation upon the issue from time to time of shares of its capital stock without par value shall be capital, and, in the absence of any such determination, the entire consideration received for any particular shares shall be capital. Any and all shares without par value issued for the co.isideration so fixed shall be deemed fully paid and be non-assessable, and the holder of such shares shall not be liable thereon to the Corporation or its creditors.
 
                                                                            -  12-(p)        The Preference Stock shall have, or be subject to, as the case may be, the tollowing preferences, rights, privileges and restrictions:
Manner of Issue Series The Boar d of Directors is empowered to cause the Preference Stock to be issued from time to time as shares of one or more serie s of Preference Stock, and in resolution or resolutions providing                                                                                          the for the issue of each particular series, before issuance, the Boar Directors is expressly authorized                                                                                              d of to fix:
(1)      the distinctive serial designation of the shares of such series and the number of shares which shall constitute such serie s;
(2)      the annual dividend rate for the parti cular series, the dates of paym ent of dividends on shares of such series and the dates from which they are cumulati ve; (3)      the redemption price per share and the terms of redemption for the shares of a particular series; (4)      the amount or amounts per share (exc lusive of accrued and unpaid divid the particular series payable to the hold                                                                        ends) for ers thereof in case of dissolution, liquidation or winding up of the affairs of the Corporation; (5)      the terms and conditions, if any, upon which shares of the particular series shall be convertible into, or exchangeable for, shares of any stock of junior rank, with respect to dividends and assets, including the price or price s or the rate or rates of conversio n or exchange and the terms of adjustment thereof, if any; (6)      the terms and amount of any sinking fund created for the purchase or redemption of the shares of any particular series; and (7)      any other characteristics of, and any restrictive or other provisions relat ing to, the shares of each particular series not inconsistent with the provisions of the Articles of Incorporation, as amended, as the Board of Directors may by law be permitted to fix.
All shares ot Preference Stock shall be of junior rank, with respect to divid ends and assets, to all shares of Preferred Stock and of senio r rank in such respects to alt shares of Common Stock. All shares of Preference Stock of any one serie s shall be identical with each othe r n all respects except, in the event portions of the shares of a single series are issued at diffe rent times, the date from which dividends thereon shall be cumulati ve; and all shares of all series shalt be of equal rank as to dividends and assets with each other, rega rdless of series, and shall be iden tical with each other In all respects except as hereinabove prov ided.
Dividends      -  Dividends on Preference Stock of any series shall be payable at annual and on dates fixed by the Board of Dire                                                                                        rates ctors at the time of the creation of such series, payable quarter yearly on such dates as shall be fixed for such payments by the Board of Dire ctors. The right of holders of Preference Stock to receive dividends shall be subject to the dividend and sinking fund
 
provisions of the Preferred Stock. Dividends on the Prefere nce Stock shall 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 divide nds on the outstanding Preference 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 alter the initial issue of shares of such series, shall accrue from and be cumulative from such date as may be fixed 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 Directo rs, or in accordance with the requirements ot 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 determ ined 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 amoun t 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, howev er, that no redemption of any Preference Stock shall be effected unless (1) full dividends on all outstan ding 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 Corpo ration. if any, with respect to the redemption or purchase of shares of Preferred Stock and Preference Stock in accordance with the requirements of any sinking fund have been met.
jgjjdation, 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, whethe r 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 amend ed, or a sufficient sum set apart for such payment, the holders of shares of each series of Prefere nce Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distrib ution 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 all unpaid dividends accrue d thereon to the date fixed for such payment to the holders ot Preference Stock.
Voting Rights  - Except as otherwise provided in these Articles of Incorporation, as amended, each holder of Preference Stock shall be entitled at all meetin gs of shareholders of the
 
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 hoTders of Preference Stock in an election of directors shall be identical with the voting tights of the holders of Common Stock in such eTection, 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 shalt 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 twothirds 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 such, have any preemptive or preferential right to subscribe to or purchase shares of any class or series of stock of the Corporation, now or hereafter authorized, or any securities convertible into, or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation, now or hereafter authorized.
FOURTH That the name and place of residence of each incorporator are:
NAME                        RESIDENCE L. H. Egan                  St. Louis, Missouri F.]. Boehm                  St. Louis, Missouri L. E. Young                  St. Louis, Missouri H. Spoehrer                  St. Louis, Missouri Wm. Avery                    St. Louis, Missouri C. E. Michel                  St  Louis, Missouri H. W. Eales                  St. Louis, Missouri C. K. Miltenberger            St. Louis, Missouri R. S. King                    St. Louis, Missouri
 
                                                              -  15 Fl Ft H That, except as otherwise provided by the Articles of Incorporation, as amen ded, the number of the Board of Directors shall be fixed at eleven or at the number and in the manner provided 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 Direclors 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 By laws of the Company.
S IXTH That the Corporation shall have perpetual existence.
SEVENTH That the purpo,es for which the Corporati on is formed are:
To acquire the properties, rights, privileges
                                                                    , franchises, business and other asset s of Union Electric Company, a corporation of the State of Missouri; To manufacture, produce, develop, generate, store, acquire, lease, purchase, sell, control, use, dispose of, transmit, distribute and supp ly or otherwise utilize electricity and electric al energy or any other power or force in any form and for any purpose whatsoever; To purchase or otherwise acquire, hold, use, operate, sell, pledge, mortgage, lease or otherwise dispose cA machinery, generator s, motors, lamps, plants, apparatus, devi ces, supplies and articles of every kind pertaining to or in anywise connected with the production, use, distr ibution, regulation, control or application of electricity or electrical energy for any and all purp oses; To construct, purchase or otherwise acqu ire, hold, develop, use, operate, sell, lease mortgage or otherwise dispose of hydraulic, electric and other works, water powers and the sites thereof, plants, power houses, buildings, mach inery, equipments, apparatus, devices, processes.
transmission and distribution lines, transform ing and distributing stations and any and all rights of way and lands connected therewith or useful there fore; and to acquire any and all rights, or other property necessary and useful in connection with acqu iring, owning and operating any or all of said works, water powers or plants; To construct, purchase or olherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of reservoirs, dams, diversion structures, canals, ditches, flumes, water cond uits, pipe lines, distributing or transmission lines and syste ms, and such other works, plants, equipme nts, appliances and appurtenances as may be necessary
                                                            , useful or appropriate for impounding, storI ng, conveying, distributing and utilizing water for pow er, irrigation, lire, sanitary, domestic, manufac turing and other uses, and to appropriate, divert, use, apply, sell and otherwise dispose of water for such uses; to make applications, locations, entries, selec tions or filings in connection therewith;
 
16-To apply for, purchase or oth erwise acquire, hold, use, ope rate, sell, mortgage, or otherwise dispose of permit s or ticenses issued by the Unit ed States or any state, terr subdivision thereof For the pur                                                                  itory or pose of constructing, operating and maintaining dams, water reservoirs, power houses, tran                                                                          conduits, smission or distribution lines, or other works or projects nec convenient for the developmen                                                                          essary or t and improvement of navigat ion, and for the development, and utilization of power across,                                                                        transmission along, from or in any oF the nav igable waters of the United upon any part of the public                                                                            States, or lands and reservations of the United States, or for the pur the surplus water or water pow                                                                    pose of utilizing er from any dam of the United States or any state, territory subdivision thereof;                                                                                    or To transform power generated by hydraulic or other plants into and to transmit or otherwise disp                                                      electrical or other energy ose thereof for any and all pur poses; To purchase or otherwise acquire
                                                          , hold, use, operate, sell, pled otherwise dispose of all wal                                                          ge, mortgage, lease, or er rights, water powers and wat er privileges; To manufacture, acquire, purcha se, sell and distribute for alt pur poses, natural and artificial gas, and to acquire, construct, purchase, own, maintain, operate
                                                                              , sell and lease all necessa convenient works, conduits, plan                                                                        ry and ts, apparatus and connections for holding, receiving, purifying, manufacturing, selling, utilizing and distributing natural or artificial gas; to manufacture and sell otherwise dispose of chemicals                                                                                or or other products derived wholly or in part from gas or gas wor To manufacture, purchase, sell                                                                  ks; and distribute steam and hot wat er for heating and other purposes, and to acquire, constru ct, purchase, own, maintain, ope rate, sell and lease all necessa and convenient works, plants, app                                                                                ry aratus and connections for man ufacturing, selling and distribu steam and hot water;                                                                                            ting To manufacture, purchase, sell and distribute ice and refriger ation; and to construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mo rtgage or otherwise dispose and refrigerating plants;                                                                                    of ice To purchase or otherwise acquire
                                                      , hold, use, operate, sell, mortga ge, pledge, lease, or otherwise dispose of such real and personal estate, property righ ts, rights of way, easements, privileges, grants, consents and franchises, as may be necessary, appropriate or useful in connec with the business, objects and pur                                                                                tion poses of the Corporation:
To engage as a public utility in Fur therance of each and all of the foregoing purposes, which are now or may hereafter bec ome subject to the laws govern ing or regulating public utilities, to that end to be authorized to tran                                                                                and smit, conduct or distribute, for pub lic or private use, electrical energy, water, gas, steam and/or refrigeration under or over, alon g or across highways, streets, alle bridges and other public places:                                                                                    ys,
 
To apply for, purchase or otherwise acquire, and to hold, use, own. operate and to sell, assign or otherwise dispose of, and to grant or receive licenses in respect of or otherwise to turn to account any and alt inventions, improvemenls, patents, patent rights, processes, trademarks, and trade-names, secured by or issued under the laws of the United States of America or of any other government or country; To purchase, hold, sell, assign, transfer, morigage, pledge ot otherwise hold and possess or otherwise dispose of, shares of capital stock, or any bonds, securities or evidence 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 rights, powers and privileges of ownership including the right to vote thereon; and, to the extent now or hereafter permit ted by law, to acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchan ge, mortgage, 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 limilation, shares, stocks, bonds, debentures, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certificates of interest issued or created in any and all parts of the world by corporations, associa tions, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities and other political and governmental divisions and subdivision, or by any combinations, organi zations 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 eviden cing interest in any such securities, and to issue in exchange therefor or in payment thereof, in any manne r 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 tight to vote thereon and to consent and otherwise act with respect thereto; to do any and alt acts nd things for the preservation, protection, improvement and enhanc ement in value of any and all such securities or evidences of interest therein, and to aid by loan, subsid y, guaranty or otherwise those issuing, creating or responsible for any such securities or eviden ces of interest therein; to acquire or become interested in any such securities or evidences of interes t therein, as aforesaid by original subscription, underwriting, loan, participation in syndicates or otherw ise and irrespective of whether or not such securities or evidences of interest therein be fully paid or subjec t to further payments; to make payments thereon as called for or in advance of calls or otherw ise, and to underwrite or subscribe for the same conditionally or otherwise and either with a view to investment or for resale or for any other lawful purpose; To borrow money, to issue bonds, notes, debentures, or other obligat ions, secured or unsecured, of the Corporation, from time to time, for moneys borrow ed or in payment for property
 
                                                                -  18-acquired or for any of the other objects or purposes of the Corporati on; to secure the same by mortgage or mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other hen any or all of the property real or                                                                          upon personal, rights, privileges and franc hises of the Corporation wheresoever situated, acquired or to be Ecquired; and to sell or othe rwise dispose of any or all suc bonds notes. debentures or oblig                                                                                h ations in such manner and upon such terms as may be deemed judicious, but only to the extent then permitted to the Corporation under the laws of the State of Missouri; In general, to do any and all of the things hereinbefore set forth, and such other things as are incidental or conducive to the attaining of the objects and purpos es of the Corporation; and in carrying on its business and for the purpose of attaining or furthering any of its objects, to enter into, make, perform and carry out cont racts of every kind with any person
                                                                                  , partnership, 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 coul lawtully do in so far as the same are                                                                                d authorized by the laws of the State of Missouri, now or hereafter applicable to the Corporation; To conduct its business in all or any of its branches so far as permitted by law, In the State of Missouri and elsewhere; and, lot and in connection with such busines s, to acquire, hold, possess, purchase, lease, mortgage and conv ey teal and personal properly to the extent permitted by law; and To purchase, hold, sell and transfer sha res of its own capital stock to suc h extent and in such manner as may now or here after be permitted by law.
El GHTH That the Restaled Articles of Incorpora tion correctly set torth without cha nge the corresponding provisions of the Artic les of Incorporation as heretofore ame nded, and suppde the original Articles of Incorporation and all amendments thereto.
Dated April 7, 1994
                                                                                        \3      A UNION ELECTRIC COMPANY                                        -
 
                                                        -  19-STATE OF MISSOURI SS CITY OF ST. LOUIS On this 7th day of April. 199 4, before me appeared Wil liam F. Jaudes, to me per sonally known, who, being by me duly swo rn did say that he is Vic e President and General Counsel ol Union Electri Company, and that the sea                                                                                      c l affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was adopted by the Board of Directors of said Corporation on February 11, 1994, and was signed and sealed on beh alf of said Corporation by authority of its Board of Directors, and said Wil liam E. Jaudes verified sai d instrument to be the tree act and deed of said corporation.
DEBORAH        L. CLARK NOTARY PUBUC
                                                                  - STATE OF MISSOU ST. LOU                  RI MY COMMI5Slof IS COutiy EXPIREs APR
: 18. 194
 
11 Slate 01 Missouri Jefferson City Judith K. Moriarty                          65 101 Secretary o(Sratc Janes C. Daso                                                May 11, 1994 n
Union Electric 1901 (Thouteau Ave., FO Box St. Louis, MD                    149 63166 Re:
UNIcU EUXTR lC Xt1PANY (00040441)
Dear Corpora tion:
This is to ad vise that on the above da te we have fi
-  for record in                                                        led this office a Statement of Change in number of d                                                          the irectors from 1ELVE (12)
Th4 (10)                                                  to
                                  .    (Pursuant to Chapter 35 and 351.08                                                      1.055(6) 5.2(4) RSMo.
                                      )
Very truly yours, JUDITH K. M ORI Secretary of ARTY State Corporation Division Amendment D esk Ltr..#62
 
STATE OF MIsSOURI ROY 0. BLUNT SCRETAAY OFSTAXE          OFFICE OF SECRETAR Y OF STATE JEFFERSON CITY 65102                      314 / 75- 4609 STATEMENT OF CHAN GE IN NUMBER OF DIR ECTORS Sections 351.055 (6), 351.085.1(4) and 351.315.3 RSMo No filing fee  Fi le one copy Corporate Charter No.
40441
: 1. The name of the corporation is      UNION ELECTRIC COM PANY The name u.ner which it was origin ally organized was MISSOURI ELECTRIC LIGHT AND POWER COM PANY
: 2. Effective APRIL 26. 1994              the n.imber of per board o. director                                                  sons constitutirlo s was changed fro                                                    its m      IWELVE to            TEN NAY 10, 1994
                /    /  CorDorate Officer JAMES C. THOMPSO                                      Daze N
SECRETARY Form 61 7- /
 
uUut1O111 (7
1                        -&
                                    * . *.                        :      k-          t f
                                                                                    ..f          f  .
                                                                                                      * )t.
301M1SSo
(  t-:-;
r:
Rebecca McDowell Cook Secretary of State CORPORIION DriS1ON CERTIFICATE OF RETIREMENT L
I, REBECCA MCDOWELL COOK, SECRETARY STATE OF MiSSOURI, DO HEREBV                        OF STATE OF THE CERTIFY THAT DUP        LICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY A NISSOURI CORPORATION RELATIN STOCK, HAVE BEEN RECEIVED IN TH G TO  RETIREMENT OF PREFERRED IS  OFFICE THE  SUBSTANCE ThEREOF IS RETIREMENT OF 260 SHARES OF PREFERRED STOCK, $6 30 SERIES SAID RESOLUTION IS FOUND TO COHEOR M 10 LAW        ACCORDINCLY, I, BY THE VIRTUE OF THE AUTHORITY VES TED IN ME B 1W, HEREBY ISSUE THIS CERTIFIC ATE OF RETIREMENT IN TESTIMONi WHEREOF,          I HAVE SET MY HAND AND IMPRINTED THE THE STATE OF MISSOURI, GREAT SEAL OF                                                  :
ON THIS, THE                                                      )
      . 29TH DAY OF JUNE, 199 Secrear of State 25 00 4                  -
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UNION ELECTRIC COM CERTIFICATE OP RE                    PXNY TIREMEWT OF PREFER AND REDUCTION                        RED TOC OF STATED CAPIT AL Union Electric Comp any,  a corporation org anized and existing under the laws of the State of Nissouri
                                                      , does hereby ce rtify as follows:
: 1. The name of this corporation is Un ion Electric Comp any.
: 2. The corporation, having from time to time redeemed shares of its Prefe rred Stock, $6.30 Series, retired 260 shares on June 1, 1994.
: 3. The corporation has applied $100.00 pe r share, being the stated value of the Preferred Stock,
                                                        $6.30 Series, or a total of $26,000, out of its stated capital to the retirement of 260 shares of Preferred Stock, $6.30 Serie s.
: 4. As a result of Union Electric Companys retirement of 260 shares of Preferre d Stock, the number of outstanding sh ares of preferred stock of the corporation has decreased from 3,435,116 to 3,434,856 and the preferred stock stated capital has been reduced from $21 9,199,100 to $219,1 73,100.
: 5. The assets of the co rporation remaining after said retirement of the ag gregate of 260 share s of Preferred Stock were and now are sufficie nt to pay any debts of this corporation
                                                                            , the payment of which has not been otherwise provided for.
IN WITNESS WHEREO F, Union Electric Com pany has caused this certificate to be ex ecuted, acknowledged and sworn to by DONALD E. 3PANDT, Senior Vic e President, and att ested by G. L.
 
WATERS,  Assistant Secretar y, and its corporate seal to be heret affixed,                                                                          o all on this 28th day of June, 1995.
UNION ELECTRIC CO Y
Senior Vice Fre ide nt ATTEST:
Assistant Secretary STATE OF MISSOURI SS CITY OF ST. LOUIS    )
DONALD E. BPANDT, first being duly sw states that he is                                orn, upon his oa a Senior Vice Pres                                    th Company, that as                        ident of Union El such he executed the                              ectric of Union Electric                          above certificate Company, and that th                                  on behalf therein are true                          e statements co to the best of his                                ntained knowledge, inform ation and m          P...
DonaldE.      Brandt E              Sscibed and sworn to before me this
[P-.RY                                                28th day of June, SEAL..:
OF 13t. i
                                                /
Notary Public
                                                                  .)
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8ARARA LUNGWI fl IOTARY Pu.ic    STRtE OF MISSOU Y COMMISSIoN EXPIRES SEPT. . I9
(    OF ST. LOUIS 2
 
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OF MJss oU lb  -ç Rebecca McDowell Cook Secretary of State CORPORATION DIVISION
* k CERTIFICATE OF RE        TiREMENT I REBECCA McDOWELL STATE OF MISSOURI, COOK, SECRETARY OF STATE OF THE DO HEREBY CERT      IFY THAT DUPLICAT COPIES OF A RESO LUTION OF                                                    E UNION ELECTRIC COMP ANY A MISSOURI CORPOR ATION RELATING TO STOCK, HAVE BEEN RECEIVED IN THIS            RETIREMENT            OF PREFERRED OFFICE.
THE SUBSTANCE TH EREOF IS; RETIREMENT OF 26 SH PREFERRED STOCK, 0 $6    ARES OF
                          .30 SERIES SAID RESOLUTION                                                                                        ft -    -
IS FOUND TO CONF BY THE VIRTUE OF                          ORM TO LAW                ACCORDINGLY, I, THE AUTHORITY VE BY LAW, HEREBY                              STED IN ME ISSUE THIS CERT RET1REMENI                            IFICATE OF JN TESTIMONY WHEREO HA ND AND IMPRINTE F,    I HAVE SET MY THE STATE OF MissD THE      GREAT SEAL OF ouRi,      ON THIS, 7TH DAY OF MAY, 19                          THE 96.
Secreary of State
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UNION ELECTRIC CERTIFICATE OF                COMPANY RETIREMENT OF AND REDUCTION              PREFERRED STOC OF STATED CAPIT            K AL 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 Electri c Company.
: 2. The corporatio n, having from time to time re shares of its Pr                                                  deemed eferred Stock,
                                            $6.30 Series, re tired 260 shar on June 1, 1995                                                            es
: 3. The corporation has applied
                                                    $100.00 per shar the stated valu                                                    e, being e of the Prefer red Stock, $6.3 0 Series, or of $26,000, out                                                          a total of its stated ca pital to the re tirement of 26 shares of Prefer                                                            0 red Stock, $6.30 Series.
: 4. As a result of U nion Electric Companys retir 260 shares of Pr                                                    ement of eferred Stock, the number of outstanding shar of preferred st                                                              es ock of the corp oration has decr eased from 3,434,856 to 3,43 4,596 and the preferred stoc k stated capita been reduced fro                                                            l has m $219,173,100 to $219,147,100
: 5.      The assets of the corporation remaining after retirement of                                                          said the aggregate of 260 shares of Preferred St and now are su                                                          ock were fficient to pay any debts of th is corporation, payment of whi                                                              the ch has not been otherwise prov ided for.
IN WITNESS WHER EOF, Union Elec tric Company ha s caused this certificate to be executed, ac knowledged and sworn to by DO E. BRANDT, Seni                                                            NALD or Vice Presid ent, and attest ed by JAMES C.
 
THOMPSON,        Secretary, and its corporate seal to be hereto affixed, all on this 6th day of May,          1996.
UNI ON By ATTEST:
FILED AND CERTIFICATE ISSUED iIY 0 71996 STATE OF MISSOURI SS CITY OF ST.          LOUIS                                  C(L ECRiETA YOFSTATE 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 statements 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 o May,          1996.
flARBARA LUNGWITZ Notary Public    Notary Seal STATE OF M1SSOURIj Nbtary Public City of St. Louis M Commission xplrs: Septmbt 0
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                                                                                                                                                                      *4r 5
          -S Rebecca McDowell Cook Secretary of State CORPORATION DIVISION                                                         
                                                                                                                                                                .  *514 51 CERTIFICATE OF RETIREMENT L:..,
I, REBECCA McDOWELL COOK,                                      SECRETARY OF STATE OF THE STATE OF MISSOURI, DO HEREBY CERTIFY THAI DUPLICATE COPIES OF A RESOLUTION OF                                                                                                      1      **1
:s.                    UNION ELECTRIC COMPANY
  *..*-. j A MISSOURI CORPORATION RELATING TO RETIREMENT                                                        OF PREFERRED STOCK, HAVE BEEN RECEIVED IN THIS OFFiCE.
THE SUBSTANCE THEREOF                                  IS RETIREMENT OF 260 SHARES OF PREFERRED STOCK, $6.30 SERIES tr SAID RESOLUTION IS FOUND 10 CONFORM TO LAW.                                                          ACCORDINGLY, I, BY THE VIRTUE OF THE AUTHORITY VESTED IN ME BY LAW, HEREBY ISSUE THIS CERTIFICATE OF
            .5-ti    RET I REMENT.
5;,
IN IESI1IYONY WHEREOF,                                    1 HAVE SET                    MY HAND AND IMPRINTED THE                                  GREAT SEAL                      OF THE STATE OF MISSOURI,                                      ON THIS,                                                                    ./
THE                                                  **iI 7TH DAY OF JUNE, 1996-Secretary of Sttc
                                  $25.00                                                                                                                  .**
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UNION ELECTRIC CERTIFICATE OF                  COMPANY RETIREMENT OF AND REDUCTION              PREFERRED STOC OF STATED CA                K PITAL Union Electric Company,  a corporation organized and under the law                                                              existing s of the State of Missouri, does hereby ce follows:                                                                rtify as
: 1. The name of th is corporation is Union Ele ctric Company
: 2. The corporatio                                                      .
n,  having from tim e to time rede shares of its                                                          emed Preferred Stoc k, $6.30 Ser ies, retired on June 1, 19                                                      260 shares 96.
: 3. The corporatio n has applied
                                                    $100.00 per sh the stated valu                                                    are, being e of the Prefe rred Stock, $6
                                                            .30 Series, or of $26,000, ou                                                            a total t of its stated capital to the retirement of shares of Pre                                                                260 ferred Stock,
                                      $6.30 Series.
: 4. As a result of Union Electric Companys reti 260 shares of                                                      rement of Preferred Stoc k, the number of outstandin of preferred st                                                        g shares ock of the co rporation has decreased fro 3,434,596 to 3,                                                      m 434,336 and th e preferred st ock stated ca been reduced                                                            pital has from $219,147
                                  ,100 to $219
                                                  ,121,100.
: 5.      The assets of the corporatio n remaining af retirement of                                                      ter said the aggregate of 260 shares of Preferred and now are su                                                        Stock were fficient to pa y any debts of this corporat parment of whi                                                          ion, the ch has not been otherwise prov ided for.
IN WITNESS WHER EOF, Union Ele ctric Company has caused th certificate to                                                                  is be executed, ac knowledged an d sworn to by E. BRANDT, Seni                                                          DONALD or Vice Presi dent, and atte sted by JAMES C.
 
THOMPSON, Secretary,      and its corporate sea l to be hereto affixed, all on this 6th day of June, 1996 UNION By ATTEST:
F11.ED AND CE IflIFICATE ISSUED JUNO    zjp STATE OF MISSOURI SS CITY OF ST. LOUIS JT DONALD E. BRANDT, states that he is a first being duly sworn, Senior Vice Preside                  upon his oath Company, that as suc                            nt of Union Electri h lie executed the                                      c of Union Electric Co                          above certificate mpany, and that the                                  on behalf therein are true to                              statements contane the best of his kno                                      d belief.                                        w edger infonia n and Donald( E. Brandt Subscribed and sworn to before me this 1996.                                                    6th day of June, III,,,
DEBORAH M
i                NOTARy PU8 ST. LOuj MY COMMISSION L. ANZALONE UCSTATE Of COUNTY MiS SOVRI EXPIHES APR.
18, 1998 2
 
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Rebecca McDowell Cook
: ..        -                                      Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT I. REBECCA McDOI1ELL COOK, SECRET k.::j STATE OF MissouRi, DO                            ARY OF STATE OF THE HEREBY CERTIFY THAT DU                PLICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY
    )  44 C..
        --SA MISSOURI CORPORATIO N
STOCK, HAVE BEEN RECEIVEREL            ATING TO RETIREMENT D IN THIS OFFICE OF PREFERRED THE SUBSTANCE THEREOF IS:
4 RETIREMENT OF 330,001 SERIES, 300,000 SHARES SHA        OF RES OF PREFERRED STOCK, $7*1
                    $6-3O SERIES & 3,000 SHARES$6-10 SERIES, 6,2O SHARES OF OF $5.50 SERIES B-
            . SAID RESOLUTION IS FOUND TO CONFORM TO LAW                  ACCORDINGLY, I, BY THE VIRTUE OF THE AUT BY LAW, HEREBY ISSUE                          HOR ITY VESTED IN ME THIS CERTIFICATE OF IN    TESTIMONY 1HEREOF, I HAVE SET MY HAND AND IMPRINTED THE THE STATE OF MISSOURI, GRE AT  SEA L    OF                                                  t ON THIS, THE 15TH DAY OF APRIL, 1997-
                          $25 00
                                                            , j              %
C                s
 
UNION ELECTRIC COMPAN Y
CERTIFICATE Of RETIR EMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corpor ation organized and existing und er the laws of the State of Missouri, does hereby certify as follows:
: 1. The name of this corporation is Union Electric Company (herein after referred to as Union Electric).
: 2. (a) On January 21, 1997, Uni on Electric redeemed the 330,00 1 outstanding shares of its Preferred Stock, $7.44 Series.
(b) Union Electric has applied $10 0.00 per share, being the stated value of the Preferred Stock, $7.44 Series, or a total of $33,000,100, out of its stated capita] to the retirement of the 330,001 shares of Preferred Stock, $7.44 Series.
: 3. (a) On January 21, 1997, Uni on 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 value of the 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 of Preferred Stock, $6.40 Series.
: 4. (a) On January 21, 1997, Uni on Electric redeemed the 6,240 outstanding shares of its Preferred Stock, $6.30 Series.
(b) Union Electric has applied $10 0.00 per share, being the stated value of the Preferred Stock, $6.30 Series, or a total of $624,000, out of its stated capital to the retirement of the 6,240 shares ofPreferred Stock,
                                        $6.30 Series.
: 5. (a)  On January 21, 1997 Union Electric redeemed the 3,000 outstanding shares of Its Preferred Stock, $5.50 Ser ies B.
(b) Union Electric has applied
                                                        $100.00 per share, being the stated value of the Preferred Stock, $5.50 Series B, or a total of $300,000, out of its stated capital to the retirement 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 of Preferred Stock as described above, the number of outstanding shares of preferred stock of Union Electric has decreased from 3,434,336 to 2,795,095 and the preferred stock stated capital has been reduced from $219,121,100 to $155,197,000.
: 7.        The assets of Union Electric rem aining after said retirement of the aggregate of 639,241 shares of Preferred Stock were and now are sufficie nt to pay any debts of this corporation, the payment of which has not been otherwise pro vided for.
IN WITNESS WHEREOF, Uni on Electric Company has cau sed this certificate to be executed, acknowledged and sworn to by DONALD E. BRAN DT, Senior Vice President, and attested by JAMES C. THOM PSON, Secretary, and its corpor ate seal to be hereto affixed, all on this 14th day of April, 1997.
UNION ELECTRIC COMP ANY Byj Senior Vice Presifent ATTEST:
FILED AND CERTiFiCATE 1Ltt ECRETA YOFSTA E 2
 
STATE Of MISSOURI
                              )
CITY Of ST. LOUTS
                              )  S$
                              )
DONALD E. BRANDT, first bein g duly sworn, upon his oath states Vice President of Union Electric Com                                              that he is a Senior pany, that as such he executed behalf of Union Electric Company, and                                    the  abo ve certificate on that the statements contained ther of his knowledge, information and beli                                        ein are true to the best ef Subscribed and sworn to before me this 14th day of April, 1997.
No    Public DEBORAH 1. ANZALONE NOTAT )SIJE Of MISSOUR
: 51. LOUIS COU1TY MY COMMISSION EXPIBES PPR ia,1 3
 
STATE OF MissouRi OFFICE OF SECRETARY OF STATE JEFFERSON CITY 65102
                                      ]ariiaxy 8, 1996 UNIct1 F1raRiC XNPANY (XO1)
 
==Dear Corporation:==
 
This is to advise that on the above da te we have filed for record in this off ice a Statement of Ch ange in the number of directors from                (10) to eIevn (U)
                              -  (Pursuant to Chapter 351.055f 6) and 351.085.2(4) RSM0
                        .)
Very truly yours, REBECCA M. COOK Secretary of State Corporation Divis ion Amendment Desk Ltr. #62
 
1lI STATE OF MIsSOURI ROYDBCUNT SCRETARYOFSIATE          OFFICE OF SECRETAR Y OF STATE JEFFERSON CITY 65102                        314/7514609 STATEMENT OF CHANGE IN NUMBER OF DIREC TORS 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 cor poration is UNION ELECTRIC COM PANY The name under wh ich it was originall y organized was MISSOURI ELECTRIC LIGHT AND POWER COM PANY
: 2. Effective    December 31, 1997
                                                    ,  the number cf person board of directors                                                s constituting its was changed from TEN (10)            to  ELEVEN (11)
January 6. 1998 Corporate Officer Date James C. Thompson Secretary Form 61
  /p::,
J
 
                        #00040441 OF MIS07 F1
          ¶ L
c Rebecca McDowell C ook 1,*                                        Secretary of State                                    k.
CORPORATION D IVISION
:                                          CERTIFICATE OF MISSOURI CORP              MERGER ORATION SURV IVIN G WHEREAS,  Articles of M erger of the fo ARCH MERGER IN                llowing corp C.                      orations:
(#00414846)
INTO:
UNION ELECTRIC (irganlzed and                          COMPANY    (#00040441)
Existing Und have been rece                    er Law of Mis r                      ived, found to                      souri conform to la bNOW, TH                                                        w, and filed.
EREFORE, I,
* Missouri,                    REBECCA MCDO issue this C                  WELL COOK, Sec ertificate of                  retary of Sta merger of the                                      Merger, certif            te of aforenamed co                                      ying that rporations is effected with UNION ELECTRIC COMPANY    (#00040441)
:,< as the surviving corporation.
:.-                                                                                              t__,
N TESTIMONY W
* HEREOF, I HAVE HAND AND IMPRIN                        SET MY THE STAT                          TED THE GREA E OF MISSOURI,          T  SE  AL OF 31st                      ON THIS, THE Day of    December, 1997 Z.
              $30.00
                                        )t Secretary of State ii t
it-S    t    S  tt 4  t
                                  ?
* STATE OF MISSOURI            . . OFFICE OF SECRETARY REBECCA COOK, Secretary                        OF STATE Of State ARTICLES Of MERGER MERGING                      FILrJAN ARCH MERGER INC.                              DCEF(rIRcATE WITH AND INTO OS U ED UNION ELECTRIC COMP ANY          DE 31 1997 HONOLE REBECCA COOK SECRETARY OF STATE STATE OF MISSOURI                                                          ETA P.O. BOX 778 JEFFERSON CITY, MO. 651 02 Pursuant to the provisions of the General and Business Corpor undersigned corporations cert                                    ation Law of Missouri, the ify the following:
: 1. That Arch Merger Inc. of Mi ssouri
: 2. That Union Electric Com pany of Missouri are hereby merged and that the above named Union Electr corporation.                                                ic Company is the surviving
: 3. That the Board of Directors of Arch Merger Inc. met on Aug resolution adopted by a major                                        ust 11, 1995 and by ity vote of the members of suc Agreement and Plan of Merge                                      h board approved the r attached hereto as Exhibit 1.
: 4. That the Board of Directors of Union Electric Company met by resolution adopted by a maj                                        on August 11, 1995 and ority vote of the members of suc Agreement and Plan of Merge                                        h  board approved the r attached hereto as Exhibit 1.
: 5. The Agreement and Plan of Merger was approved by una two shareholders of Arch Merge                                  nimous written consent of the r Inc. dated August 16, 1995.
: 6. The Plan of Merger therea fter was submitted to a vote at shareholders of Union Electric                                  the special meeting of the Company held on December 20, there were 102,123,834 shares                                        1995. At such meeting of common stock and 3,434,596 outstanding and entitled to vot                                      shares of preferred stock e and 75,091,584 voted in favor against said plan, with 28,493                                      and 1,972,890 voted
                              ,956 shares abstaining or not vot ing.
: 7. PLAN OF MERG ER
: a. Union Electric Comp an y ofMlssouri is the su rvivor.
: b. Mt of the property, rig hts, privileges, teases, an are to be transferred to an                                      d patents of Arch Merg d become the property of                                        er Inc.
The officers and board of                                Union Electric Compan directors of the above na                              y, the survivor.
execute all deeds, assignme                              med corporations are nts, and documents of ev                          authorized to effectuate a fill and comp                                ery nature which may lete transfer of ownersh                                be needed to ip.
: c. The officers and board office until their success            of directors of Union El ors are duly elected an              ectric Company shalt d qualified under the pro            continue in laws of the surviving co                                                      vis ions of the by rporation.
ci. The outstanding share s of Arch Merger Inc. sha Union Electric Compan                                            ll be exchanged for sh y on the following basis:                                        ares of Merger Inc. shall be co                                Ea ch  share of common sto nverted into one share of                                  ck of Arch Company.                                              common stock of Union Electric
: e. The articles of incorp oration of Union Electric incorporation of the survi                                      Company shall be the art ving corporation, until                                          icles of and in such articles of inc                          thereafter amended as pro orporation.                                            vid ed  by law
 
TN WITNESS WHEREOF, these Articles of Merger hav the aforementioned corpor                                e been executed in dup ations as of the day and                              licate by year hereafter acknowled ged.
(NO SEAL)
ARCH MERGER TN Donaid EBrandt President AT1EST:
y7
,//                11      t tta  ,(  C William E. Jaudey/
Secretary CORPORATE SEAL UNION ELECTRIC COM PANY C. W. Mueller President & Chief Executiv e Officer ArrEST:
.Thom pso
 
STATE OF MISSOURI
                                              )
                                              ) SS CITY Of ST. LOUTS
                                              )
I,            ppJ        L          (\2k    gn        a Notary Public, do hereby certi fy thatonthe        31st        day of      December                    ,1997    _,personally appeared before me DONALD E. BRA NDT, who being by me first duly sworn, declared that he is the President of Arch Merge r Inc, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
No ry Public      9t14i-..
OEBOR,H L.
My Commission Expires:          NDT ANZALONE hYi&tl_STATEoFMfssOj              . :,0tAR.Sp.
MyCl.AT LOUIS COUN1Y
                                            .SSlONEXP1ESApftIB ;gg                    2i:          z 213      .o.
p; RY P:
STATE OF MISSOURI
                                        )                                      -9*.
CITY Of ST. LOUTS
                                        ) ss
                                        )
I, )-&#xe7;k L.                  P1pfore                  ,  a Notary Public, do hereby certify that on the      31st          dayof          December                  ,19 97      3personally appeared before me C. W. MUELLER
                                                  , who being by me first duly sworn, decla red that he is President and Chief Executive Officer of Union Electric Company, that he sign ed the foregoing document as President and Chi ef Executive Officer of the corporation, and that the statements therein contained are true.
My Commission Expires:                                                                sc. : 4 DEBORAH L. ANLACONE TAY PUELICSIAIE OF MISSOURI ST. LOUIS COUNTY
  ,W COMMISSION EXPRE5 APR. 18, 1998                                                    O?PUp():
C  ft45
 
ii STATE OF MisSouRi OFFiCE OF SECRETARY OF STATE JEF FERSON cirv 65102 My 4, 1998 Re:  t1{Ict1 FI=BJIRIC XfA Rf (czX4c%4;)
 
==Dear Corporation:==
 
This is to advise that on the above da te we have filed for record in this offic e a Statement of Ch ange in the number of directors from (11) to (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSM0
                            .)
Very truly yours,
* REBECCA M. COOK Secretary of State Corporation Division Amendment Desk 1
Ltr. #62
 
STATE OF    MissouRi ROY 0. 8I.UJT SECRE1AROF STATE OFFICE OF SECRETARY OF STATE 314/751-4609 JEFFERSON CITY 65102 STATEMENT OF CFIANGE IN NUMB ER OF DIRECTORS Sections 351.055(6), 351.
085.1(4) and 351.315.3 RSMo No filing fee  - File one copy Corporate Charter No. 40641
: 1. The name of the corporation is          UNION ELECTRIC COMPANY The name under which it was originally organized was MISSOURI ELECTRIC TrC,WT AND P(M1R C.flMPw
: 2. Effective      Api1 28, 1998              tiie number cf persons constitr ting its board of directors was changed from      ELEVEN          to          FIVE        -
April 30. 1998 Corporate Officer Dare James C.. Thompson Secretary Form 61 7 I2;
 
CF State of Missouri Rebecca McDowell Cook, P.O. Box 778, Jeffer son City, Corporation Division Statement of Change of                                                            JUL 0 6 i98 Registered Ant or Registered Office                                            (f SEC%STA ).j( Lk
                                                                                                                      /
O STATE, JNSTRUCHONS I. The filing fee for this cha nge is IO.0O. Change mu st he filed in DUPLICA
: 2. P.O. Box may only be use                                                              TE.
d in conjunction with Stre
: 3. Agent and address must                                      et,  Ro ute  or Highway.
be in the State of Missouri
: 4. If a corporation, officers (president or vice president presidents or vice president                                  and seaetary or assistant s signature must be notariz                                  seaetary) must sign, and
: 5. If Limited partnership, gen                                    ed..
eral partner must sign and have their signature not arizecL Charter No.          40441 The undersigned corporatio Missouri                        n or limited partnership, for the purpose of cha                        organized and existing nging its registered agent                      under the laws of the of Missouri, or the Missour                                                    The General and Bus                    State of i Uniform Limited Partne                                                iness Corporation Act rship I.aw, represents that:
(1)    The name of the corporatio nlltd. partnership is:
Union Electric Com pany (2)    The name of its registered agent before this change is:
William      E. Jaudes (3)    The name of the new registe red agent is:                J. COOk (4)    The addiess, including street number, ii any, of its registe red office before this change 190E1 Ch is:
outeau Avenue, St
                                              . Louis. Missouri 63103
: 5)    Its registered office (includin g street number, if any change is to be made) is hereby CH ANGED TO:
No Chanp
: 5)    The address of its registered office and the address of the will be identical.                                                    business office of its reg istered agent, as changed
)    Such change was authorized by resolution duly adopte the limited partnership.                                          d by the board of directors of the corporation or by rp. 58 (294)
 
IN WITNESS WHEREOF, the undersign in  its name by    its assistant                ed corporation or limited partnership has President or Vice President of the    corporation,                      caused this report to be executed attested to by the 98 secretary if a corporation on the or General Partner of the limited 1st                thy of partnership, and July            , 19 Union Electric Company Nax ot cxtpornon 0 lirniied prmi p
(CORPORATE SEAL) if no seal, state none c Vx Prdcnt ot curpCfaoc1 G.coa2l Prmcr ot limcc! parznhip Attest:
r      u              t iUl    O; Stateof                  Missouri
(
City                                                                                    (F*-: 1AiY C St Louis i      Barbara Lungwitz
                                                , a Notary Pubh&#xe7;do hereby certify that on the                    1st July                                                                                                                day of                                  ,19    98    ,personallyappearedbe[oreme          Steve Sullivan he/she is the President or Vice President of the corp                                                                    whodedares oration, or a General Partner of the limited the foregoing document, and being first duly sworn,                                                          partnership, executing acknowledged that he/she signed the foreg capacity therein set forth and declared that the statemen                                                      oing document in the ts therein contained are true.
IN WiTNESS WHEREOF, I have hereunto set my hand and seal the thy and year before written.
(tt4%
Notary Public (Notarial Seal)
My commission  expires      912/99 BARBARA LEPIIWJITZ                        My County of Commission Notary Public    Notary Seal SIATC OF MISSOURI City of St. Louis My Commission xpirs Sptm c , 1999
 
P No. 00040441 E OF fvIIS 4r_)
5ECRE4t k                J 1 I
I ISSOU1-Matt Blunt Secretary of State CORPORATION DIVI SION CERTIFICATE OF CO RPORATE RECORDS UNION ELECTRIC CO MPANY
                                                                                    -. =
I, MATT ELUWr, Se cretary of State of and Keeper of the that the annexed        Great Seal thereo the State of Missouri f, do hereby cert pages contain a fu                        ify copy of those ce rtain original docwll, true and complete in this office fo                              nents on file and r which certificat                          of record ion has been requ ested.
IN TESTIMONY WHER EOF,    I have set my hand and imprinte                                                            *1 d the GREAT SEAL of the State of Mis so 5th day of DECEMB uri,          on this, the ER, 2002.
1I Secretary of State ir
                                                              --=--
 
4 No. 00040441 SITEOFMISSOUJX,
        -4i w
lsr                                      Matt Blunt Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA McDOWELL COOK, Secretary State of Missouri, do hereby certify of State of the copies of a resolution of                    that duplicate UNION ELECTRIC COMPANY a Missouri corporation relating to RETIRENENT OF PREFERRED STOCK, have been received in this a                                          office.
The substance thereof is:
RETIRING 1,657,500 SHARES OF ITS PREFERRED STOCK, $1.735 SERIES Said resolution is found to conform to law. ACCORDINGLY, I, j        by the virtue of the authority vested
  .-      by law, hereby issue this Certificate in me
: a.                                                      of RETIREMENT.
IN TESTIMONY WHEREOF,      I have set my 4        hand and imprinted the GREAT SEAL of the State of Missouri,        on this, the 2nd day of DECEMBER, 2002.                    kJ1 11
                $25.00    SecretaiyofState W    1hhWd W4h                    W1W1AWIhWWA )
130 (1-01)
 
/////
UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporatio n organized and existing under the laws of the State of Missouri, does hereby certify as follows:
: 1. The name of this corporation is Unio n Electric Company.
2.(a) On September 23, 2002, Unio n Electric Company redeemed the 7,657,500 outstanding shares of its Preferred Stock, $1 .735 Series.
(b) Union Electric Company has app lied $25.00 per share, being the stat ed value of the Preferred Stock, $1 .735 Series, or a total of $41 ,437,500, out of its stated capital to the retirement of the 1,657,50 0 shares of Preferred Stock, $1 .735 Series.
: 3.      As a result of the retirement of 1,657,50 0 shares of Preferred Stock as described above, the number of outstan ding shares of preferred stock of Unio n Electric Company has decreased from 2,795,09 5 to 1,f 37,595 and the preferred stoc k stated capital has been reduced from $155,19 7,000 to $113,759,500.
: 4.      The assets of Union Electric Compan y remaining after said retirement of the 1,657,500 shares of Preferred Stock were and now ate sufficient to pay any debts ot this corporation, the payment of which has not been otherwise provided for.
 
    /
/        IN WITNESS WHEREOF, Union Ele be executed, acknowledged and swo Treasurer, and attested by Steven R.
ctric Company has caused this cert rn to by Jerre E. Birdsong, Vice Preside Sullivan, Secretary, and its corporate ificate to nt and seal to be hereto affixed, all on this ZIday of November, 2002.
UNION ELECTRIC COMPANY By ATTEST:
ZEZ Secretary FLED DEC 0 2 OGZ SECRETA OF STATE
 
STATE OF MISSOUR I    )
CITY OF ST. LOUIS                SS
                              )
JERRE E. BIRDSONG Vice President and Tr          , first being duly sworn, easurer of Union Electri          upon his oath states tha above certificate on be                            c Company, that as su                  t he is the half of Union Electric Co                            ch he executed the contained therein are                                mpany, and that the sta true to the best of his kn                                tements owledge, information an d belief.
(4rre E. Birdsohg Subscribed and sworn to before me thia.c da V
y of November, 2002.
Notary Public CAROL A. HEAD NoLty Pub& Notaiy Seal SFATh OF MISSOURI Sc Qi,zlts Cowity My Cownnssion Expires:
Sepc 23.2006
 
FEB 212003                                State of Missouri Matt Blunt, Secretary of State Corporations Division SEC P.O. Bo 778. Jefferson Cit, MO RETARY                    OF STATamC5 C.              Kirkpatrick State Informati 65102                        600W. Main Street Rm 322.                    on Ccnter Jefter.con Cit MO 65101 Statement of Change of Registe red 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 of its registered agent and/or the addr                                                              change either or both the name Z                                                          ess of its existing registered agent.
There is a $10.00 fec for l3lins this statement It must be filed
: 3.        P.O. Box may only he used in conjunct                                                in DUPLICATE
: 4.                                                            ion with a physical street address Agcnt and address must be in the State ofMissouri.
: 5.        The corporation rnayp) act as its own agcnt Charter No 00040441 (I)        The name of the corporation is:              Union Electric Compan y
(2)        The address. including street and num ber, of its present registered office (before change) is:
1901 Chouteau Avenue, St.
Louis, MO                63103 Address CiivISt*t&Zip (3)        The address. including Street and num ber, of its registered office is hereby changed to:
One Ameren Plaza, 1901 Chouteau Avenue, St.
                ,Sddress Louis, MO              63103 (P.O  . Box may2jjybe used is conjunct ion with a physical street address) City
                                                                                                                                  /State/Zip (4)      The name of its present registered agen t (before change) is._James J.                      Cook (5)        The name of the new registered agen                      Ronald K.
t is:                          Evans Authorized signatuj fny/reistcred agent mt appear below.
J t3fc.n ciitcidi .poz-a oisginalli c.iccutetl usilie,i cone,l, Jo iho form    in lieu ufihtv sz&#xe7;wuurc.)
(6)      The address otits registered office and the address of the office of its registered will he identical.                                                                                            agent, as changed.
(7)        The change was authorized by resolution duly adopted by the board of directors In affirmatio of the facts stated above, (Aitlhorized.igna!uP o/oJficc n: if up1ilu                                                        Steven P.            Sullivan ohk. chufr,wn a/the hoard)
(lrinicll Mii,ic)
Secretary (7 file)                                                                                            .      /  ,-
3
(,nonrWdcwyear)
Corp. #59(1100)
 
Office of the Secretary of State State of Missoun MATT BLUNT                          Jefferson City SECRETARY Of STATE                                        CORPORATIONS DIVISION 65101              (866) 223-6535 TOLL FREE May 28, 2004 Arneren Services One Ameren Plaza 1901 Chouteau Ave nue 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 of Change in the number of director                                              a Statement s from five (5) to eleven (11).
(Pursuant to Chapter 351.055 (6)and 351.
085.2 (4) RSMo.)
Denise Gent P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov
 
er:05 f 01 00040441 Date Filed: 051281 2004 Maft Blunt Secretary of Stat e
CorpozOoaa Dvisia P.O. Box 77*1600W
                                                                                                                            . Mob Swr(, Rm JtTrwo CIty, MO                    222 65102 Statement of Change in Number of Direct ors Sections 351.055(6),
351.08  5.1(4) and 351.3 15.3 RS Mo No filing fee  File one copy Corporatc Charter No. 000404 41 The name of the Corporation is Union Electnc Company 2          Effective    April 22, 2003 niontWdaytyeor                  ,Ihe numbaofpcrscnsc onstitittin g its board of directors live (5)                                                                                                    was changed fom eleven (11)
Ronald K. Evan Sigaarxrre                                                    s, Assistanc Secr Frmd Name                                          etary Title For m  6 LEt 12102 State of Missouri Statement of Correction 1 Page (s) 1 1 1 1 fthlhIllthIllhIllllllhI1 T041 5307024
 
Office of the Secretary of State State of Missouri MATT BLUNT                          Jefferson City      CORPORATIONS DWISION SECRETARY OF STATE                      65101                (866) 223-6535 TOLL FREE May 28, 2004 UNION ELECTRIC COMPANY One Ameren Plaza 1901 Chouteau Ave St. Louis, MO 63103 RE:    UNION ELECTRIC COMPANY 00040441
 
==Dear Corporation:==
 
This is to advise that on the above date we have filed for record in this office a Statement of Change in the number of directors from eleven (11) to six (6).
(Pursuant to Chapter 351.055 (6) and 35L085.2 (4) RSMo.)
Denise Gent P. 0. Box 778 Jefferson City, MO 65102 (866) 223-6535 www.sos.mo.gov
 
I File Number: 200415421104 00040441 Date Filed: 05128/200 4
Maft Blunt Secretary of State
                \.  -
Corpor*tioas Divtsto
                                                                                                      ?.O. Boi 8!6OO W.
Ma( Strs, Rn, 32Z Jcflro Cfty, MO 5fe2 Statement of Change in Number of Directors Sections 351.055(6), 35)085
                                                                          .1(4) and 35)3)5  .3 RSMo No filing lee  -. Filc one copy Corporate Chaer No. 00040441 The name of the Corporatio      Union Electhc Compan n                              y
: 2.        Effective  ApdI 27, 2004 mootWctiy/yor                  , tue nwnt>et of persons cons tituting its board of dtre ctora was cbanged from          (11) to    six (6)
Sigaamwe                          Ronald K. Evans, Assistant Secret Punted Name                                            ary Thk Date Amen. e tate Other 1 Page(s)
Form SIB Ill                              IN 12102
 
I File Number: 200524153806 I                00040447 State of Missouri                                                                                    Date Filed: 0812912005 Robin Cacnahan Robin Carnahan, Secretary of State L        Secretary of State Corparinoar Dlv1,io P.O. noi Vt 6eo W. M.ai Strt, Rm 322 Jeikmoa City, MO 5LO2 Statement of Change of Registered Agent and)ot Registered Office By a Foreign        or  Domestic for Profit or Nonprofit Corporation or a Limited Liability Company Instructions I.        This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent
: 2.        There isa $1000 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 ofMissoun.
: 5.        The corporation may no act as its own agent.
00040441 Chartet No.______________________
(I)      The name of the business entity in Union Electric Company (2)      The address, including street and number, of its present registered office (before change) is:
One Ameren Plaza, 1901 Chouteau Avenue                                          St. Louis, MO 63103 Add,.ti                                                                                          CuylSIsIdZJp (3)      The ad&es, including suett and number, of its registered office is hereby changed to:
500 East Independence Drive                                                      Union, MO 63084 4d                      (P.O Box m o.Fy b ud o copxcnot with a p5yi.oi tti          dtIS)        Cnyl&wdZ4 Ronald K. Evans (4)      The caine of its present registered agent (before change) ii
                                          .                    Kenneth 1. Sdiniidt (5)      The name of the new registered agent is:                                  __________________
Authorized signature of new registered agent ansI appear bel (May au                i.lgmaIly                ca.u to Ihtxjat in Iie. ojihu signoftoe)
(6)        The address of its registered office and the address of the office of its registered agent, as changed.
will be identical (7)        The change was duly authorized by the business entity named above.
In Affirmation          I the facts stated above are flue and correct:
(The undcri        U      rtands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
Ronald K. Evans Athoized3goamrt    of officrt re if o&#xe7;apbco4fr d,afrmo., abbe board                            P,iotedNwoe ci Assistant Secretary                                                                                -
fitle                                                                                          moorlsfday/yea Name and address to return filed document                                                                            State of Missouri Change/Resignation of Ager 1 Page(s)
Name:
Address:
City, State, and Zip Code:
T05241 55831
 
11:14                  AMEREN LE[.JRL DEPT                                                        )1q    D4      *jVV**
CHESTER J. 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 Statem ent to change the business entitys registered office and/or agent in Iowa. Read the INSTRUCTIONS on the back                                                                                              registered of this form before completing the information and    signing below.
: 1. The NAME of the business entity is:                  tJfllOfl    Electric            Company
: 2. The street address of the CURRENT registered OFFICE as indicated on the Secretary of State record s          s is 523 No. Water Street                                              Keokuk sbet                                                                                              IA      52832-5960 city
                                                                                                                              &tte
: 3. The street address of the NEW registered OFFICE is:
523 No.      Water Street                                        Keokuk                                              IA      52832-5960 coy V
itete              zip
: 4. The name of the CURRENT registered AGENT as indicat ed on the Secretary of States recnrds is:
K. P. Blank (If more than one ANT is vgisered. indicat e b4I7 one 13 Dein rept5csd.)
5 ThejitoftheNEWtegisteredAGENfl                                Larry A.
: s.                            Weiman
: 6. It the REGISTERED AG ENT has changed, the NEW Regist  ered Agent must sign here, consenting attach their written consent to this forrn                                                                            to their appointment, or 7A S4e of NEW Ranered Agent Complete ONLY if the Registered Agent change s.
FILED
: 7. If the REGISTERED AGENT ctiajige the                                                                                                OWA s      street adt,,rss of their business office on                        SECRETARY OF STATE here indioabng that NOTICE of the change                                                                this forn has been gitien Co the business entity.                          V3 Signature of Reg1ered Agent
                                                                                                                                /1//VP!)
Complete ONLY it the Registered Agent change W45751 0 IUI#flhIllhII s the  street address of their business office.
B. After any/all change(s) are made, the street addres s of theregistered offl&#xe7; and the street the            aoent will  b idenhcal.                                                                        a
: 9. SignarebyahozedrepresenVve:
See fritruction 19 on back                            Date:
PRlNTNameandlitle:            Ronald K.            Evans,          Assistant              Secretary                (314)    5542156 Name 1d T,tIe Telephone Number TDTRL P.02        I
 
CORP. FILE Office of the Secretary of State State of Missouri ROBIN CARNAl-TAN                        Jefferson City      CORPORATIONS DWIS ION 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 35 1.055 (6) and 351.085.2 (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 Library.
Woither Library
 
I
      /
File Number:
00040441
  / WAmemfl                                                                                                  Date Filed; 0311412011 Rabin Camahan Secretary of State March 9, 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 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 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 ietter, we are simply notifying you of this change.
If you have any questions, please contact me al (314) 554-2021 or cflinnameren.com.
Yours very truly, CwLta qwk4&0 Carla J. Flinn Corporate Paralegal Legal Department State of Missouri Amend/Restate Gei Bus 1 Page(s) p \Dn    !SAG  91J\
CYOD!.Cu          Eft:        s (s.:)
t)1              *,i it                          ;n c::jr I                              C    I  I
                                                                                        -n----1--r 1901 Choutesu Avenue
:                                                                                            St Louis. MO    5J49      Ameren.com
 
V                                                                                                          CORP FILE Ameren May 12, 2011 Missouri Secretary of State Business Services Division P0. 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 61B 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 cflfnn(ameren.com.
Yours very truly, C(LWLc6.                    ML Carla J. Flinn Corporate Paralegal Legal Department 1901 Chouteau Avenue St Louis, MO 631665149        Ameren.com
 
File Number:
00040441 Aiiieren                                                                                            Date Filed: 0511612011 Robin Camahan Secretary of State 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 61B 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 f314) 554-2021 or cThnncameren.com.
Yours very twly, cJAc6. qW114/t/
Caila J. Flinn Corporate Paralegal Legal Department State of Missouri Amend/Restate Other I Pages)
UHHhtItIt U1Uht1HIHItI1fltI ItIHtUH 1 1 1 I tUh Till 3616537 1901 Chouteau Avenue St. Louis, MO 1666149      A.meren.com
 
00040441 CERTIFICATE OF CORPORATE RECORDS tJNION ELECTRIC COMPANY 1, 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 fuLl, true and complete copy of the original documents on file and of record in this office for which certification has been requested.
TM 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 A                    -
Secretary  of State Certification Number: 13886459-1   
 
==Reference:==
6886-1 Vei this certificate onlina at ht:J/www.smogov/busseny/soskbNeffyasp
 
File Number.  -
00040441 Date Filed: 0610312011 Robin Carnahan Secretary of State UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK ANDREDUCHON OF STATED CAPITAL Union Electric Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows:
            -      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, S7.64 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 SI l3759,500.00 to
$80,759,500.00.
: 4.      The assets of Union Electric Company remaining after said retirement of the 330,000 shares of Preferred Stock were and now are sufficient to pay any debts of this corporation, the payment of which has not been otherwise provided for.
Iremainder of page left Intentionally blank    signature page foflowsj State of Missouri Amefld/Re$ Gef BL5 2 Page(s)
 
IN WITNESS WHEREOF, Union Electric Company has caused this certificate to be cxecuted, acknowledged and sworn to by Gregory L. Nelson, Senior Vice President, General Counsel and Secretazy, and attested by Craig W. Stenslarid, Assistant Secretaiy, and its corporate seal to be hereto affixed, all on this  3l day of June, 2011.
                                                                            %ECC                  c%
Gre      L. elson, SVP, GC & Secy.
Art Craig      . Stensland,        t. Secy.
STATE OF MISSOURI                          )
                                              ) 55 CITY Of ST. LOUIS                          )
On this 3d day of June in the year 2011, before me, Carla J.
flinn, a Notary Public in and for said State, personally appeared Gregory L. Nelson, the Senior Vice President, General Counsel and Secretary of Union Electric Company, a Missouri corporation, the person who executed the within document, and did state that the                                    known to me to be seal affixed to the within instrument is the corporate seal of said corporation and that said instrument sealed in behalf of said corporation by authority of its Board of Directors, was signed and me that he executed the same for the purposes therein stated.                                      and acknowledged to IN WimEss 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.
Ccv1eMvwz Notary Publid]
My Commission Expires:                4ZD Z014 M1isoui1LoulCfty CommissIon #10399908            5 Union Ekclnc Cfic. of RcIiromenL r,tStock -Jonc 2011 toc Augun 2010 Re&mpionDOC 2
 
OF MIssoU                                                        S.
I I
Robin Carnahan Secretary of State CERTIFICATE OF RETIREMENT I          1, ROBIN CARNAHAN. Secretary of State of the State of Missouri, do herehv certify a resoliiion of I                                                UNION ELECTRIC COMPANY 00040441 a Missouri corporation relating to RETIREMENT OF PREFERRED STOCK, have been received in this office The substance thereof is:
RETIRING 330,000 SHARES Of ITS PREFERRED STOCK, S 7.64 SERIES Said resolution is found to conform to law. Accordingly, I, by the virtue of the authority vested in me by law, hereby issue this Certificate of RETCREMENT.
(.          IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri.
Done at the City of Jefferson, this 3rd day ofiune, 2011.
w w w                                            w w w                          W            -w SOS 30 (01-2005)}}

Latest revision as of 23:29, 23 February 2020

Enclosure 16: Articles of Incorporation - Union Electric Company Restated 04/12/1994
ML17362A077
Person / Time
Site: Callaway Ameren icon.png
Issue date: 04/12/1994
From:
Union Electric Co
To:
Office of Nuclear Security and Incident Response
Shared Package
ML17362A053 List:
References
ULNRC-06400
Download: ML17362A077 (67)
v • d • e


Text

Enclosure 16 U LNRC()640t)

ARTICLES OF fNCORPORATION UNION ELECTRIC COMPANY RESTATED 04/1 2iI 994

j LI 0 LI LI 1 I

r i -

I:

  • _:i (E

c O M I8So r

SrTE Judith K. Moriarty SECRETARY 012 STATE CORPORATION DIVISION RESTATED ARTICLES OF INCtJRPORAIION WHEREAS, UNION ELECTRIC COMPANY A CORPORATION ORGANiZED UNDER THE GENERAL AND BUSiNESS CORPORATION [AW HAS FILED IN THE OFFICE OF THE SECRETARY UF STATE DUPLICATE ORIGINALS UF RESTATED ARTICLES OF INCURPURATIUN AND HAS, IN ALL RESPECTS, CUNPLIED WITH THE REUU]REMENTS OF THE GENERAL AND BUSINESS CORPORATION LAW GOVERNING RES1ATED ARTICLES OF INCORPRATIUN, AND THAT SAID RESTATED ARTICLES SUPERCEDE THE ORIGINAL ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO.

IN TESTIMONY WHEREOF, I HAVE SET MY HAND AND IMPRINTEI) THE GREAT SEAL OF THE STATE OF MISSOURI, UN THIS, THE 12TH DAY OF APRIL, 199LI.

ScrcIan of lair

$20.00 Ii I

RESTATED ARTICLES OF INCORPORATION OF UNION ELECTRIC COMPANY Pursuant to the provisions of Section 351.106, R.S.Mo. 1986, as amended, the undersigned Corporation adopts the following Restated Articles of Incorporation FIRST That the name of the Corporation shall be UNION ELECTRIC COMPANY.

SECOND be 1901 That the registered office of the Corporation in the State of Missouri shall red agent at such address Chouteau Avenue, St. Lous, Missouri 63103, and the name of the registe shalt be William E. ]audes.

THIRD authority to issue is That the aggregate number of shares which the Corporation has the 7,500,000 shares of 182,50 0.000 classified into 25,000.000 shares of Preferred Stock without par value, 0,000 shares of Common Stock with Preference Stock with the par value of $1 per share, and 150,00 the par value of $5 per share.

follows:

(a) The Preferred Stock has heretofore been, or shall be, issued in series as in the following (1) The Preterred Stock has heretofore been issued and is outstanding 330,001 shares of Preferred amounts and series: 330,000 shares of Preterred 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

$4.75 Series; 200,000 shares of Preferred Stock, $5.50 Series B; 20,000 shares of Preferred Stock, Series; 40,000 shares of Preferred Stock, $4.56 Series; 213,595 shares of Preferred Stock, $4.50 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: 130,000 shares of Preferred Stock, $3.50 Series:

d rates per share for such series; Preferred Stock, $1.735 Series The respective annual dividen tive dates from which the respective dates (hereinafter in this paragraph (1) called cumula date for the first dividend dividends on all shares of such series issued prior to the record 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 d and unpaid dividends) for paragraph (I) catted liquidation prices) per share (exclusive of accrue ary or involuntary dissolution, such series payable to the holders thereot in case of volunt heretofore fixed by the Board of liquidation or winding up of the aftairs of the Corporation; all as Directors as follows:

Voluntary Involuntary Sinking Cumulative Redemption Liquidation Liquidation Fund Dividend Date Price Price Price Provisions Series Rate 1/19/93 fi) (I) 100.00 None

$7.64 7.64 101.00 101.00 100.00 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 12/30/83 170.00 110.00 100.00 None

$5.50 A 5.50 12/30/83 103.50 103.50 100.00 None

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

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

$4.56 4.56 11/15/63 170.00 705.50 100.00 None

$4.50 4.50 5/15/41 105.00 105.00 100.00 None

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

$4.00 4.00 8115/49 704.75 104.75 100.00 None

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

$3.50 3.50 5/15/46 (iii) (iii) 25.00 None S1.735 1.735 8/11/93 ed on February (i) Not redeemable prior to February 15. 2003; $703.82 if redeem 0 it redeemed on February 15, 15, 2003 or thereafter and prior to February 15. 2004; $103.4 97 it redeemed on February 15, 2004 or thereafter and prior to February 15, 2005; $102 5 if redeemed on February 15, 2005 or thereafter and prior to February 15, 2006; $102.5 if redeemed on February 15, 2006 or thereafter and prior to February 15. 2007; $102.12 it redeemed on February 15, 2007 or thereafter and prior to February 15, 2008; $107.70 if redeemed on February 15.

2008 or thereafter and prior to February 15, 2009; $101.27 5 if redeemed on February 15, 2009 or thereafter and prior to February 15, 2010; $100.8 if redeemed on February 15, 2010 or thereafter and prior to February 15, 2011; $100.42 if redeemed on February 15, 2011 or thereafter and prior to February 15. 2012; $100.00 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 on June 1 in each year accrued and unpaid dividends to the date of redemption, ed Stock. $6.30 Series; that shares of beginning with June 1, 1984, 260 shares of Preferr shall be selected pro rata from the Preferred Stock, $6.30 Series, selected for redemption Series, redeemed pursuant to holders thereof; and that shares of Preferred Stock, $6.30 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 1, 1998; $25.00 on thereafter.

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

s of one or more other series of Preferred Stock, of any of the series designated above or as share s

with such distinctive serial designations as shall be set forth in the resolution or resolution from providing for the issue of such stock or in such time to time adopted by the Board of Directors as may be required by law; and in any such other instrument providing for the issue of such stock nt, as the case may be, with respect to each resolution or resolutions or such other instrume r the series designated above) the Board of particular series of the Preferred Stock (othe than fix, to the extent which may be permitted by law, Directors is hereby expressly authorized to s which shall not exceed $8 (i) the annual dividend rate lot the particular serie on all shares of such series issued prior to per share, and the date from which dividends ent date shall be cumulative; the record date for the first dividend paym cular series which (exclusive of (ii) the redemption price per share f or the parti ed $720 per share; accrued and unpaid dividends) shall not exce e of accrued and unpaid (iii) the amount or amounts per share (exclusiv the holders thereof in case of dissolution, dividends) [or the particular series payable to Corporation, but such amount or amounts liquidation or winding up of the affairs of the shall iiot exceed $120 per share; h shares of the particular series (iv) the terms and conditions, if any, upon whic for, shares of any other class, including the shall be convertible into, or exchangeable nt ersion or exchange and the terms of adjustme price or prices or the rate or rates of conv thereof, if any; created for the purchase or fv) the terms and amount of any sinking fund rred Stock; and red emption of the particular series of Prefe ictive or other provisions relating to, (vi) any other characteristics of, and any restr les of inconsistent with the provisions of the Artic the shares of each particular series not to fix.

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

all other respects except as hereinbefore shall be identical with each other in apart tot Stock shall be paid or declared or set (b) Before any dividends on the Common entitled to receive, but Stock at the time outstanding shall be payment, the holders of the Preferred n of dividends, funds legally available for the declaratio only when and as declared, out of any with respect to the ve cash divid ends at the respe ctive annual rates hereinbefore specified cum ulati of any other series, at above, or, in the case of Preferred Stock series of Preferred Stock designated d of Directors as cular series theretofore fixed by the Boar the annual dividend rate for the parti

th days of February, May, August, and hereinbefore provided, payable quarter-yearly on the fifteen the respective dates, not exceeding forty days November in each year, to stockholders of record on e by the Board of Directors in advance of preceding such dividend payment dales, fixed tot the purpos nds on shares of the Preferred Stock shall be the payment ot each particular dividend. Such divide cumulative, nd on the shares of such series.

(1) if issued prior to the record date for the first divide nated above, from the respective dates then, in the case of the series of Preferred Stock desig case of Preferred Stock of any other series, hereinbefore specified with respect thereto, or, in the 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 during the period commencing imrnediatety nt date for such dividend, then from said last dividend and terminating at the close of the payme mentioned dividend payment date; and date next preceding the date ot (3) otherwise trom the quarter-yearly dividend payment issue of such shares; of the Preferred Stock shalt not have been paid for all so that if dividends on all outstanding shares tull dividends thereon for the current quarter-yearly past quarter-yearly dividend periods, and the or declared and set apart for payment, the deficiency shalt dividend period shall not have been paid, d and set apart for payment, but without interect on be futly paid or dividends equal thereto declare be declared or any distribution made on the Common cumulative dividends, belore any dividends shall not be entitled to receive any dividends thereon other Stock. The holders of the Preferred Stock shall (b).

than the dividends referred to in this subdivision rs, may redeem the whoe or any (c) The Corporation, at the option of the Board of Directo or the whole or any part of any series thereof, at part of the Preferred Stock at the time outstanding, 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 hereinbetore such redemption price therefor as shall have been fixed Preferred Stock of any other series, by paying so ed, together with a sum, in the case of each share by the Board of Directors as hereinbefore provid share is a dividend rate for the series of which the particular to be redeemed, computed at the annual such such share became cumulative to the date fixed for 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 l

in the English language and published and of genera 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 general circulation in the City of SI. Louis, more for such redemption. At least thirty days and not not more than sixty days prior to the date fixed

to the holders of record than sixty days previous notice of every such redemption shall also be mailed as the same shall appear on the of the Preferred Stock to be redeemed, at their respective addresses defect therein or in the mailing books of the Corporal ion; but no failure to mail such notice not any shares of the Preferred thereof shall affect the validity of the proceedings for the redemption of any any series of the Preferred Stock Stock so to be redeemed. In case of the redemption of a part only of other manner as the Board of at the time outstanding, the Corporation shalt select by tot or in such of Directors shalt have full power Directors may determine, the shares so to be redeemed. The Board ed, to prescribe the manner In and authority, subject to the limitations and provisions herein contain shall be redeemed from time to which and the terms and conditions upon which the Preferred Stock publication, and if on or before the time. If such notice of redemption shall have been duly given by redemption shalt have been set redemption date specified in such notice all funds necessary for such any certificate for the shares of the aside so as to be available therefor, lhen, notwithstanding that surrendered for redemption, the shares Preferred Stock so called for redemption shall riot have been the hands of the persons who are the represented thereby shalt no longer be deemed outstanding in right of such holders to receive dividends holders thereof immediately preceding such redemption, the redemption so fixed, and alt rights of such thereon shalt cease to accrue from and after the date of called for redemption shall forthwith on such holders with respect to such shares of Preferred Stock so of such holders to receive the amount redemption date cease and terminate, except only the right ed, however, that the Corporation may, payable upon redemption thereof, but without interest; provid tion, or giving irrevocable Instructions after giving the first notice by publication of any such redemp notice, deposit in trust, tor the account of therefor, and prior to the redemption date specified in such a bank or trust company in good standing, the holders ot the Preferred Stock to be redeemed, with or of the State of New York, doing business organized under the laws of the United States of America a capital, surplus and undivided profits in the Borough of Manhattan, The City of New York, having such redemption, and thereupon all shares of aggregating at least $5,000,000, all funds necessary for have been made shall no longer be the Preferred Stock with respect to which such deposit shall s, and all rights of such holders with respect to deemed to be outstanding in the hands of such holder deposit in trust cease and terminate, except such shares of Preferred Stock shall forthwith upon such e upon the redemption thereof, but without only the right of such holders to receive the amount payabl ed at any time may, in the discretion of the interest. All or any shares of the Preferred Stock redeem reissued or otherwise disposed of at any time Board of Directors and to the extent permitted by law, be Articles of Incorporation, as amended.

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

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

(e) Unless and until tour quarter-yearly dividends payable on the Preferred Stock shall be in default, in whole or in part, every stockholder shall have one vote for each share of Preferred Stock, of and one vole for each share of Common Stock, held by him, on all matters, including the election Directors, except as otherwise provided by law or by these Articles of tncorporation, as amended. If and when four quarter-yearly dividends (whether or not consecutive) payable on the Preferred Stock of shalt be in default, in whole or in part, every stockholder shalt have one vole for each share except the Preferred Stock, and one vote for each share of Common Stock, held by him, on alt matters and election of Directors, and in such case the number of Ditectors of the Corporation shall thereupon, until such default shall have been remedied, be two more than the number specified in and pursuant Stock at the to Article Fifth of the Articles of Incorporation, as amended, the holders of the Preferred time outstanding, voting separately as a class, shall become entitled to elect the two additional during the members of the Board of Directors, and at each annual election of Directors thereafter class, shall be continuance of such default the holders of the Preferred Stock, voting separately as a Stock, voting entitled to elect two members of the Board of Directors and the holders of the Common However, if separately as a class, shall be entitled to elect the remaining Directors of the Corporation.

shalt thereafter be paid and when all dividends then in default on the Preferred Stock then outstanding as soon as (and such dividends shall be declared and paid out of any funds legally available therefor special right herein reasonably practicable), the Preferred Stock shall thereupon be divested of such the Preferred Stock provided for to elect such members of the Board of Directors, the voting power of such default, and and the Common Stock shall revert to the status existing before the occurrence of and pursuant to the number of Directors ol the Corporation shall again be the number speciried in the same provisions for Article Fifth of the Articles of Incorporation, as amended; but always subject to default or defaults. A vesting such special rights in the Preferred Stock in case of any similar future Stock shalt vote as meeting of the holders of the Preferred Stock, at which the holders of the Preferred such two additional a class, shalt be held at any time after the accrual of such special right to elect for a special members of the Board of Directors, upon notice similar to that provided in the By-laws

meeting, upon call by the holders of not less than 1.000 shares of the Preferred Stock or upon call by the Secretary of t he Corporation at the request in writing of any holder of Preferred Stock addressed to him at the principal oflice of the Corporation. Upon termination of such special right at any time by reason of the payment of all accumulated and defaulted dividends on such stock, the terms of office of all persons who may have been elected Directors of the Corporation by vote of the holders of the Preferred Stock, as a class, pursuant to such special right shall forthwith terminate.

Whenever Directors are elected by the stockholders by classes, pursuant to this subdivision 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 fit led by the affirmative vote of the majority of the remaining Directors, and the Directors so elected shalt hold office until their successors shall be elected and qualified.

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

(g) Except as otherwise provided by law or by the Articles of Incorporation, as amended, the holders of record of a majority of the outstanding shares of capital stock of the Corporation entitled to vote at any meeting ol shareholders, present in person or represented by proxy, shall constitute a quorum at such meeting; provided, that in no event shalt a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to

adjourn the meeting to a specified date not longer than ninety days after such adjournment, without notice other than announcement at the meeting.

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

(I) 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 ot 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 safe or other dispDsition as the Board ot 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 dividend 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 (b) any stock ownership, stock purchase, stock option, stock bonus, savings, pension or other plan in connection with which employees or former employees (including officers and directors) of the Corporation or any subsidiary of the Corporation may purchase or acquire Common Stock (or securities of the Corporation convertible into or 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

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 ot such Common Stock held tor 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 purchaser than the terms upon which such shares are offered to others than such holders of the Common Stock; provided that the Corporation shall not be obligated to offer or to issue any fractional interest in a full share of Common Stock; and provided further that the time within which such preemptive rights shall be exercised may be limited to such time as to the Board ot 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.

(j) So long as any shares of the Preferred Stock ate outstanding, no amendment to the Articles of Incorporation which would change the express preferences, priorities or character of the Preferred Stock or the rate of dividend to be paid thereon in any manner substantially prejudicial to the holders thereof shall be made, except as hereinafter in subdivisions (k) and (n) provided and except 8fl 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 additic)nat vote or consent of stockholders as from time to time may be required by law.

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

(1) sell or otherwise dispose of any shares of the Preferred Stock or of stock of any other class ranking on a parity with or having any preference over the Preferred Stock as to assets or dividends, unless the net earnings of the Corporation available for the payment of dividends on the Preferred Stock and on all such other classes of stock, computed in accordance with good accounting 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 ot the Preferred Stock and of all other classes of stock ranking on a parity with or having any preference

- tO -

over the Preferred Slock 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 of 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 atithorized number of shares of the Preferred Stock; or (4) reclassify 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 subdMsion (6),

slated capital represented by any preferred stock having a par value shall be the par 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 dMdends) in preference to the Common Stock upon involuntary liquidation, dissolution or winding up of the affairs of the Corporation, whichever is greater; but any such action requiring such affirmative consent of the holders of the Preferred Stock, as provided in this subdivision (k), may be taken with such vole or consent of stockholders as may at the time be required by law, but with at least the affirmative consent (given in writing without a meeting or by vote at a meeting duly called for the purpose) of the hoTders of two-thirds of the aggregate number of shares of Preterred Stock then outstanding. Stock shall not be considered to be outstanding for any of the purposes of this subdivision (k) or of subdivision (j) above, if the Board of Directors shall have determined to redeem such stock and if the first publication of notice of redemption shall have been

made, or irrevocable instructions given therelor, and afl lunds necessary lot such redemption shall have been deposited in trust for such purpose.

I) No amendment to the Articles of Incorporation which would changc the proiisions of the foregoing subdivisions (0. (g) or (E) in any manner substantially prejudicial to the holders of any class of stock, shall be made without the affirmative consent (given in writing without a meeting or by vote at a meeting duty called for such purpose) of the holders of at least two-thirds of the aggregate number of shares of capital stock of the Corporation then outstanding and entitled to vote; but such amendment may be made with such affirmative consent, together with such additional vote or consent of shareholders as from time to time may be requited by law.

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

(n) Subject to the provisions of subdivisions tj), (k), (I) and Cm) hereof, the Corporation reserves the tight to amend, alter, change or repeal, to the exlent now or hereafter permitted by law, any provision in its Articles of Incorporation, as amended, (including the authorizing of preferred stock junior to the Preferred Stock as to dividends and assets and the changing of any authorized but unissued shares of the Prelerred 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 dMdend 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 are granted subject to this reservation.

fo) Subject to the provisions of subdivision fk) hereof, the Corpotation 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 lix 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 shall be received by the Corporation upon the issue from time to time of shares of its capital stock without par value shall be capital, and, in the absence of any such determination, the entire consideration received for any particular shares shall be capital. Any and all shares without par value issued for the co.isideration so fixed shall be deemed fully paid and be non-assessable, and the holder of such shares shall not be liable thereon to the Corporation or its creditors.

- 12-(p) The Preference Stock shall have, or be subject to, as the case may be, the tollowing preferences, rights, privileges and restrictions:

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

(1) the distinctive serial designation of the shares of such series and the number of shares which shall constitute such serie s;

(2) the annual dividend rate for the parti cular series, the dates of paym ent of dividends on shares of such series and the dates from which they are cumulati ve; (3) the redemption price per share and the terms of redemption for the shares of a particular series; (4) the amount or amounts per share (exc lusive of accrued and unpaid divid the particular series payable to the hold ends) for ers thereof in case of dissolution, liquidation or winding up of the affairs of the Corporation; (5) the terms and conditions, if any, upon which shares of the particular series shall be convertible into, or exchangeable for, shares of any stock of junior rank, with respect to dividends and assets, including the price or price s or the rate or rates of conversio n or exchange and the terms of adjustment thereof, if any; (6) the terms and amount of any sinking fund created for the purchase or redemption of the shares of any particular series; and (7) any other characteristics of, and any restrictive or other provisions relat ing to, the shares of each particular series not inconsistent with the provisions of the Articles of Incorporation, as amended, as the Board of Directors may by law be permitted to fix.

All shares ot Preference Stock shall be of junior rank, with respect to divid ends and assets, to all shares of Preferred Stock and of senio r rank in such respects to alt shares of Common Stock. All shares of Preference Stock of any one serie s shall be identical with each othe r n all respects except, in the event portions of the shares of a single series are issued at diffe rent times, the date from which dividends thereon shall be cumulati ve; and all shares of all series shalt be of equal rank as to dividends and assets with each other, rega rdless of series, and shall be iden tical with each other In all respects except as hereinabove prov ided.

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

provisions of the Preferred Stock. Dividends on the Prefere nce Stock shall 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 divide nds on the outstanding Preference 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 alter the initial issue of shares of such series, shall accrue from and be cumulative from such date as may be fixed 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 Directo rs, or in accordance with the requirements ot 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 determ ined 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 amoun t 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, howev er, that no redemption of any Preference Stock shall be effected unless (1) full dividends on all outstan ding 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 Corpo ration. if any, with respect to the redemption or purchase of shares of Preferred Stock and Preference Stock in accordance with the requirements of any sinking fund have been met.

jgjjdation, 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, whethe r 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 amend ed, or a sufficient sum set apart for such payment, the holders of shares of each series of Prefere nce Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distrib ution 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 all unpaid dividends accrue d thereon to the date fixed for such payment to the holders ot Preference Stock.

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

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 hoTders of Preference Stock in an election of directors shall be identical with the voting tights of the holders of Common Stock in such eTection, 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 shalt 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 twothirds 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 such, have any preemptive or preferential right to subscribe to or purchase shares of any class or series of stock of the Corporation, now or hereafter authorized, or any securities convertible into, or warrants or other evidences of optional rights to purchase, or subscribe to, shares of any class or series of stock of the Corporation, now or hereafter authorized.

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

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

- 15 Fl Ft H That, except as otherwise provided by the Articles of Incorporation, as amen ded, the number of the Board of Directors shall be fixed at eleven or at the number and in the manner provided 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 Direclors 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 By laws of the Company.

S IXTH That the Corporation shall have perpetual existence.

SEVENTH That the purpo,es for which the Corporati on is formed are:

To acquire the properties, rights, privileges

, franchises, business and other asset s of Union Electric Company, a corporation of the State of Missouri; To manufacture, produce, develop, generate, store, acquire, lease, purchase, sell, control, use, dispose of, transmit, distribute and supp ly or otherwise utilize electricity and electric al energy or any other power or force in any form and for any purpose whatsoever; To purchase or otherwise acquire, hold, use, operate, sell, pledge, mortgage, lease or otherwise dispose cA machinery, generator s, motors, lamps, plants, apparatus, devi ces, supplies and articles of every kind pertaining to or in anywise connected with the production, use, distr ibution, regulation, control or application of electricity or electrical energy for any and all purp oses; To construct, purchase or otherwise acqu ire, hold, develop, use, operate, sell, lease mortgage or otherwise dispose of hydraulic, electric and other works, water powers and the sites thereof, plants, power houses, buildings, mach inery, equipments, apparatus, devices, processes.

transmission and distribution lines, transform ing and distributing stations and any and all rights of way and lands connected therewith or useful there fore; and to acquire any and all rights, or other property necessary and useful in connection with acqu iring, owning and operating any or all of said works, water powers or plants; To construct, purchase or olherwise acquire, hold, use, operate, sell, lease, mortgage or otherwise dispose of reservoirs, dams, diversion structures, canals, ditches, flumes, water cond uits, pipe lines, distributing or transmission lines and syste ms, and such other works, plants, equipme nts, appliances and appurtenances as may be necessary

, useful or appropriate for impounding, storI ng, conveying, distributing and utilizing water for pow er, irrigation, lire, sanitary, domestic, manufac turing and other uses, and to appropriate, divert, use, apply, sell and otherwise dispose of water for such uses; to make applications, locations, entries, selec tions or filings in connection therewith;

16-To apply for, purchase or oth erwise acquire, hold, use, ope rate, sell, mortgage, or otherwise dispose of permit s or ticenses issued by the Unit ed States or any state, terr subdivision thereof For the pur itory or pose of constructing, operating and maintaining dams, water reservoirs, power houses, tran conduits, smission or distribution lines, or other works or projects nec convenient for the developmen essary or t and improvement of navigat ion, and for the development, and utilization of power across, transmission along, from or in any oF the nav igable waters of the United upon any part of the public States, or lands and reservations of the United States, or for the pur the surplus water or water pow pose of utilizing er from any dam of the United States or any state, territory subdivision thereof; or To transform power generated by hydraulic or other plants into and to transmit or otherwise disp electrical or other energy ose thereof for any and all pur poses; To purchase or otherwise acquire

, hold, use, operate, sell, pled otherwise dispose of all wal ge, mortgage, lease, or er rights, water powers and wat er privileges; To manufacture, acquire, purcha se, sell and distribute for alt pur poses, natural and artificial gas, and to acquire, construct, purchase, own, maintain, operate

, sell and lease all necessa convenient works, conduits, plan ry and ts, apparatus and connections for holding, receiving, purifying, manufacturing, selling, utilizing and distributing natural or artificial gas; to manufacture and sell otherwise dispose of chemicals or or other products derived wholly or in part from gas or gas wor To manufacture, purchase, sell ks; and distribute steam and hot wat er for heating and other purposes, and to acquire, constru ct, purchase, own, maintain, ope rate, sell and lease all necessa and convenient works, plants, app ry aratus and connections for man ufacturing, selling and distribu steam and hot water; ting To manufacture, purchase, sell and distribute ice and refriger ation; and to construct, purchase or otherwise acquire, hold, use, operate, sell, lease, mo rtgage or otherwise dispose and refrigerating plants; of ice To purchase or otherwise acquire

, hold, use, operate, sell, mortga ge, pledge, lease, or otherwise dispose of such real and personal estate, property righ ts, rights of way, easements, privileges, grants, consents and franchises, as may be necessary, appropriate or useful in connec with the business, objects and pur tion poses of the Corporation:

To engage as a public utility in Fur therance of each and all of the foregoing purposes, which are now or may hereafter bec ome subject to the laws govern ing or regulating public utilities, to that end to be authorized to tran and smit, conduct or distribute, for pub lic or private use, electrical energy, water, gas, steam and/or refrigeration under or over, alon g or across highways, streets, alle bridges and other public places: ys,

To apply for, purchase or otherwise acquire, and to hold, use, own. operate and to sell, assign or otherwise dispose of, and to grant or receive licenses in respect of or otherwise to turn to account any and alt inventions, improvemenls, patents, patent rights, processes, trademarks, and trade-names, secured by or issued under the laws of the United States of America or of any other government or country; To purchase, hold, sell, assign, transfer, morigage, pledge ot otherwise hold and possess or otherwise dispose of, shares of capital stock, or any bonds, securities or evidence 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 rights, powers and privileges of ownership including the right to vote thereon; and, to the extent now or hereafter permit ted by law, to acquire by purchase, subscription, contract or otherwise, and to hold, sell, exchan ge, mortgage, 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 limilation, shares, stocks, bonds, debentures, notes, scrip, mortgages, evidences of indebtedness, commercial paper, certificates of indebtedness and certificates of interest issued or created in any and all parts of the world by corporations, associa tions, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities and other political and governmental divisions and subdivision, or by any combinations, organi zations 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 eviden cing interest in any such securities, and to issue in exchange therefor or in payment thereof, in any manne r 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 tight to vote thereon and to consent and otherwise act with respect thereto; to do any and alt acts nd things for the preservation, protection, improvement and enhanc ement in value of any and all such securities or evidences of interest therein, and to aid by loan, subsid y, guaranty or otherwise those issuing, creating or responsible for any such securities or eviden ces of interest therein; to acquire or become interested in any such securities or evidences of interes t therein, as aforesaid by original subscription, underwriting, loan, participation in syndicates or otherw ise and irrespective of whether or not such securities or evidences of interest therein be fully paid or subjec t to further payments; to make payments thereon as called for or in advance of calls or otherw ise, and to underwrite or subscribe for the same conditionally or otherwise and either with a view to investment or for resale or for any other lawful purpose; To borrow money, to issue bonds, notes, debentures, or other obligat ions, secured or unsecured, of the Corporation, from time to time, for moneys borrow ed or in payment for property

- 18-acquired or for any of the other objects or purposes of the Corporati on; to secure the same by mortgage or mortgages upon, or by deed or deeds of trust of, or by a pledge of, or other hen any or all of the property real or upon personal, rights, privileges and franc hises of the Corporation wheresoever situated, acquired or to be Ecquired; and to sell or othe rwise dispose of any or all suc bonds notes. debentures or oblig h ations in such manner and upon such terms as may be deemed judicious, but only to the extent then permitted to the Corporation under the laws of the State of Missouri; In general, to do any and all of the things hereinbefore set forth, and such other things as are incidental or conducive to the attaining of the objects and purpos es of the Corporation; and in carrying on its business and for the purpose of attaining or furthering any of its objects, to enter into, make, perform and carry out cont racts of every kind with any person

, partnership, 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 coul lawtully do in so far as the same are d authorized by the laws of the State of Missouri, now or hereafter applicable to the Corporation; To conduct its business in all or any of its branches so far as permitted by law, In the State of Missouri and elsewhere; and, lot and in connection with such busines s, to acquire, hold, possess, purchase, lease, mortgage and conv ey teal and personal properly to the extent permitted by law; and To purchase, hold, sell and transfer sha res of its own capital stock to suc h extent and in such manner as may now or here after be permitted by law.

El GHTH That the Restaled Articles of Incorpora tion correctly set torth without cha nge the corresponding provisions of the Artic les of Incorporation as heretofore ame nded, and suppde the original Articles of Incorporation and all amendments thereto.

Dated April 7, 1994

\3 A UNION ELECTRIC COMPANY -

- 19-STATE OF MISSOURI SS CITY OF ST. LOUIS On this 7th day of April. 199 4, before me appeared Wil liam F. Jaudes, to me per sonally known, who, being by me duly swo rn did say that he is Vic e President and General Counsel ol Union Electri Company, and that the sea c l affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was adopted by the Board of Directors of said Corporation on February 11, 1994, and was signed and sealed on beh alf of said Corporation by authority of its Board of Directors, and said Wil liam E. Jaudes verified sai d instrument to be the tree act and deed of said corporation.

DEBORAH L. CLARK NOTARY PUBUC

- STATE OF MISSOU ST. LOU RI MY COMMI5Slof IS COutiy EXPIREs APR

18. 194

11 Slate 01 Missouri Jefferson City Judith K. Moriarty 65 101 Secretary o(Sratc Janes C. Daso May 11, 1994 n

Union Electric 1901 (Thouteau Ave., FO Box St. Louis, MD 149 63166 Re:

UNIcU EUXTR lC Xt1PANY (00040441)

Dear Corpora tion:

This is to ad vise that on the above da te we have fi

- for record in led this office a Statement of Change in number of d the irectors from 1ELVE (12)

Th4 (10) to

. (Pursuant to Chapter 35 and 351.08 1.055(6) 5.2(4) RSMo.

)

Very truly yours, JUDITH K. M ORI Secretary of ARTY State Corporation Division Amendment D esk Ltr..#62

STATE OF MIsSOURI ROY 0. BLUNT SCRETAAY OFSTAXE OFFICE OF SECRETAR Y OF STATE JEFFERSON CITY 65102 314 / 75- 4609 STATEMENT OF CHAN GE IN NUMBER OF DIR ECTORS Sections 351.055 (6), 351.085.1(4) and 351.315.3 RSMo No filing fee Fi le one copy Corporate Charter No.

40441

1. The name of the corporation is UNION ELECTRIC COM PANY The name u.ner which it was origin ally organized was MISSOURI ELECTRIC LIGHT AND POWER COM PANY
2. Effective APRIL 26. 1994 the n.imber of per board o. director sons constitutirlo s was changed fro its m IWELVE to TEN NAY 10, 1994

/ / CorDorate Officer JAMES C. THOMPSO Daze N

SECRETARY Form 61 7- /

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Rebecca McDowell Cook Secretary of State CORPORIION DriS1ON CERTIFICATE OF RETIREMENT L

I, REBECCA MCDOWELL COOK, SECRETARY STATE OF MiSSOURI, DO HEREBV OF STATE OF THE CERTIFY THAT DUP LICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY A NISSOURI CORPORATION RELATIN STOCK, HAVE BEEN RECEIVED IN TH G TO RETIREMENT OF PREFERRED IS OFFICE THE SUBSTANCE ThEREOF IS RETIREMENT OF 260 SHARES OF PREFERRED STOCK, $6 30 SERIES SAID RESOLUTION IS FOUND TO COHEOR M 10 LAW ACCORDINCLY, I, BY THE VIRTUE OF THE AUTHORITY VES TED IN ME B 1W, HEREBY ISSUE THIS CERTIFIC ATE OF RETIREMENT IN TESTIMONi WHEREOF, I HAVE SET MY HAND AND IMPRINTED THE THE STATE OF MISSOURI, GREAT SEAL OF  :

ON THIS, THE )

. 29TH DAY OF JUNE, 199 Secrear of State 25 00 4 -

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UNION ELECTRIC COM CERTIFICATE OP RE PXNY TIREMEWT OF PREFER AND REDUCTION RED TOC OF STATED CAPIT AL Union Electric Comp any, a corporation org anized and existing under the laws of the State of Nissouri

, does hereby ce rtify as follows:

1. The name of this corporation is Un ion Electric Comp any.
2. The corporation, having from time to time redeemed shares of its Prefe rred Stock, $6.30 Series, retired 260 shares on June 1, 1994.
3. The corporation has applied $100.00 pe r share, being the stated value of the Preferred Stock,

$6.30 Series, or a total of $26,000, out of its stated capital to the retirement of 260 shares of Preferred Stock, $6.30 Serie s.

4. As a result of Union Electric Companys retirement of 260 shares of Preferre d Stock, the number of outstanding sh ares of preferred stock of the corporation has decreased from 3,435,116 to 3,434,856 and the preferred stock stated capital has been reduced from $21 9,199,100 to $219,1 73,100.
5. The assets of the co rporation remaining after said retirement of the ag gregate of 260 share s of Preferred Stock were and now are sufficie nt to pay any debts of this corporation

, the payment of which has not been otherwise provided for.

IN WITNESS WHEREO F, Union Electric Com pany has caused this certificate to be ex ecuted, acknowledged and sworn to by DONALD E. 3PANDT, Senior Vic e President, and att ested by G. L.

WATERS, Assistant Secretar y, and its corporate seal to be heret affixed, o all on this 28th day of June, 1995.

UNION ELECTRIC CO Y

Senior Vice Fre ide nt ATTEST:

Assistant Secretary STATE OF MISSOURI SS CITY OF ST. LOUIS )

DONALD E. BPANDT, first being duly sw states that he is orn, upon his oa a Senior Vice Pres th Company, that as ident of Union El such he executed the ectric of Union Electric above certificate Company, and that th on behalf therein are true e statements co to the best of his ntained knowledge, inform ation and m P...

DonaldE. Brandt E Sscibed and sworn to before me this

[P-.RY 28th day of June, SEAL..:

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Notary Public

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  • k CERTIFICATE OF RE TiREMENT I REBECCA McDOWELL STATE OF MISSOURI, COOK, SECRETARY OF STATE OF THE DO HEREBY CERT IFY THAT DUPLICAT COPIES OF A RESO LUTION OF E UNION ELECTRIC COMP ANY A MISSOURI CORPOR ATION RELATING TO STOCK, HAVE BEEN RECEIVED IN THIS RETIREMENT OF PREFERRED OFFICE.

THE SUBSTANCE TH EREOF IS; RETIREMENT OF 26 SH PREFERRED STOCK, 0 $6 ARES OF

.30 SERIES SAID RESOLUTION ft - -

IS FOUND TO CONF BY THE VIRTUE OF ORM TO LAW ACCORDINGLY, I, THE AUTHORITY VE BY LAW, HEREBY STED IN ME ISSUE THIS CERT RET1REMENI IFICATE OF JN TESTIMONY WHEREO HA ND AND IMPRINTE F, I HAVE SET MY THE STATE OF MissD THE GREAT SEAL OF ouRi, ON THIS, 7TH DAY OF MAY, 19 THE 96.

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UNION ELECTRIC CERTIFICATE OF COMPANY RETIREMENT OF AND REDUCTION PREFERRED STOC OF STATED CAPIT K AL 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 Electri c Company.
2. The corporatio n, having from time to time re shares of its Pr deemed eferred Stock,

$6.30 Series, re tired 260 shar on June 1, 1995 es

3. The corporation has applied

$100.00 per shar the stated valu e, being e of the Prefer red Stock, $6.3 0 Series, or of $26,000, out a total of its stated ca pital to the re tirement of 26 shares of Prefer 0 red Stock, $6.30 Series.

4. As a result of U nion Electric Companys retir 260 shares of Pr ement of eferred Stock, the number of outstanding shar of preferred st es ock of the corp oration has decr eased from 3,434,856 to 3,43 4,596 and the preferred stoc k stated capita been reduced fro l has m $219,173,100 to $219,147,100
5. The assets of the corporation remaining after retirement of said the aggregate of 260 shares of Preferred St and now are su ock were fficient to pay any debts of th is corporation, payment of whi the ch has not been otherwise prov ided for.

IN WITNESS WHER EOF, Union Elec tric Company ha s caused this certificate to be executed, ac knowledged and sworn to by DO E. BRANDT, Seni NALD or Vice Presid ent, and attest ed by JAMES C.

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

UNI ON By ATTEST:

FILED AND CERTIFICATE ISSUED iIY 0 71996 STATE OF MISSOURI SS CITY OF ST. LOUIS C(L ECRiETA YOFSTATE 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 statements 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 o May, 1996.

flARBARA LUNGWITZ Notary Public Notary Seal STATE OF M1SSOURIj Nbtary Public City of St. Louis M Commission xplrs: Septmbt 0

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-S Rebecca McDowell Cook Secretary of State CORPORATION DIVISION

. *514 51 CERTIFICATE OF RETIREMENT L:..,

I, REBECCA McDOWELL COOK, SECRETARY OF STATE OF THE STATE OF MISSOURI, DO HEREBY CERTIFY THAI DUPLICATE COPIES OF A RESOLUTION OF 1 **1

s. UNION ELECTRIC COMPANY
  • ..*-. j A MISSOURI CORPORATION RELATING TO RETIREMENT OF PREFERRED STOCK, HAVE BEEN RECEIVED IN THIS OFFiCE.

THE SUBSTANCE THEREOF IS RETIREMENT OF 260 SHARES OF PREFERRED STOCK, $6.30 SERIES tr SAID RESOLUTION IS FOUND 10 CONFORM TO LAW. ACCORDINGLY, I, BY THE VIRTUE OF THE AUTHORITY VESTED IN ME BY LAW, HEREBY ISSUE THIS CERTIFICATE OF

.5-ti RET I REMENT.

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IN IESI1IYONY WHEREOF, 1 HAVE SET MY HAND AND IMPRINTED THE GREAT SEAL OF THE STATE OF MISSOURI, ON THIS, ./

THE **iI 7TH DAY OF JUNE, 1996-Secretary of Sttc

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UNION ELECTRIC CERTIFICATE OF COMPANY RETIREMENT OF AND REDUCTION PREFERRED STOC OF STATED CA K PITAL Union Electric Company, a corporation organized and under the law existing s of the State of Missouri, does hereby ce follows: rtify as

1. The name of th is corporation is Union Ele ctric Company
2. The corporatio .

n, having from tim e to time rede shares of its emed Preferred Stoc k, $6.30 Ser ies, retired on June 1, 19 260 shares 96.

3. The corporatio n has applied

$100.00 per sh the stated valu are, being e of the Prefe rred Stock, $6

.30 Series, or of $26,000, ou a total t of its stated capital to the retirement of shares of Pre 260 ferred Stock,

$6.30 Series.

4. As a result of Union Electric Companys reti 260 shares of rement of Preferred Stoc k, the number of outstandin of preferred st g shares ock of the co rporation has decreased fro 3,434,596 to 3, m 434,336 and th e preferred st ock stated ca been reduced pital has from $219,147

,100 to $219

,121,100.

5. The assets of the corporatio n remaining af retirement of ter said the aggregate of 260 shares of Preferred and now are su Stock were fficient to pa y any debts of this corporat parment of whi ion, the ch has not been otherwise prov ided for.

IN WITNESS WHER EOF, Union Ele ctric Company has caused th certificate to is be executed, ac knowledged an d sworn to by E. BRANDT, Seni DONALD or Vice Presi dent, and atte sted by JAMES C.

THOMPSON, Secretary, and its corporate sea l to be hereto affixed, all on this 6th day of June, 1996 UNION By ATTEST:

F11.ED AND CE IflIFICATE ISSUED JUNO zjp STATE OF MISSOURI SS CITY OF ST. LOUIS JT DONALD E. BRANDT, states that he is a first being duly sworn, Senior Vice Preside upon his oath Company, that as suc nt of Union Electri h lie executed the c of Union Electric Co above certificate mpany, and that the on behalf therein are true to statements contane the best of his kno d belief. w edger infonia n and Donald( E. Brandt Subscribed and sworn to before me this 1996. 6th day of June, III,,,

DEBORAH M

i NOTARy PU8 ST. LOuj MY COMMISSION L. ANZALONE UCSTATE Of COUNTY MiS SOVRI EXPIHES APR.

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.. - Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT I. REBECCA McDOI1ELL COOK, SECRET k.::j STATE OF MissouRi, DO ARY OF STATE OF THE HEREBY CERTIFY THAT DU PLICATE COPIES OF A RESOLUTION OF UNION ELECTRIC COMPANY

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--SA MISSOURI CORPORATIO N

STOCK, HAVE BEEN RECEIVEREL ATING TO RETIREMENT D IN THIS OFFICE OF PREFERRED THE SUBSTANCE THEREOF IS:

4 RETIREMENT OF 330,001 SERIES, 300,000 SHARES SHA OF RES OF PREFERRED STOCK, $7*1

$6-3O SERIES & 3,000 SHARES$6-10 SERIES, 6,2O SHARES OF OF $5.50 SERIES B-

. SAID RESOLUTION IS FOUND TO CONFORM TO LAW ACCORDINGLY, I, BY THE VIRTUE OF THE AUT BY LAW, HEREBY ISSUE HOR ITY VESTED IN ME THIS CERTIFICATE OF IN TESTIMONY 1HEREOF, I HAVE SET MY HAND AND IMPRINTED THE THE STATE OF MISSOURI, GRE AT SEA L OF t ON THIS, THE 15TH DAY OF APRIL, 1997-

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UNION ELECTRIC COMPAN Y

CERTIFICATE Of RETIR EMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corpor ation organized and existing und er the laws of the State of Missouri, does hereby certify as follows:

1. The name of this corporation is Union Electric Company (herein after referred to as Union Electric).
2. (a) On January 21, 1997, Uni on Electric redeemed the 330,00 1 outstanding shares of its Preferred Stock, $7.44 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated value of the Preferred Stock, $7.44 Series, or a total of $33,000,100, out of its stated capita] to the retirement of the 330,001 shares of Preferred Stock, $7.44 Series.

3. (a) On January 21, 1997, Uni on 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 value of the 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 of Preferred Stock, $6.40 Series.

4. (a) On January 21, 1997, Uni on Electric redeemed the 6,240 outstanding shares of its Preferred Stock, $6.30 Series.

(b) Union Electric has applied $10 0.00 per share, being the stated value of the Preferred Stock, $6.30 Series, or a total of $624,000, out of its stated capital to the retirement of the 6,240 shares ofPreferred Stock,

$6.30 Series.

5. (a) On January 21, 1997 Union Electric redeemed the 3,000 outstanding shares of Its Preferred Stock, $5.50 Ser ies B.

(b) Union Electric has applied

$100.00 per share, being the stated value of the Preferred Stock, $5.50 Series B, or a total of $300,000, out of its stated capital to the retirement 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 of Preferred Stock as described above, the number of outstanding shares of preferred stock of Union Electric has decreased from 3,434,336 to 2,795,095 and the preferred stock stated capital has been reduced from $219,121,100 to $155,197,000.
7. The assets of Union Electric rem aining after said retirement of the aggregate of 639,241 shares of Preferred Stock were and now are sufficie nt to pay any debts of this corporation, the payment of which has not been otherwise pro vided for.

IN WITNESS WHEREOF, Uni on Electric Company has cau sed this certificate to be executed, acknowledged and sworn to by DONALD E. BRAN DT, Senior Vice President, and attested by JAMES C. THOM PSON, Secretary, and its corpor ate seal to be hereto affixed, all on this 14th day of April, 1997.

UNION ELECTRIC COMP ANY Byj Senior Vice Presifent ATTEST:

FILED AND CERTiFiCATE 1Ltt ECRETA YOFSTA E 2

STATE Of MISSOURI

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CITY Of ST. LOUTS

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DONALD E. BRANDT, first bein g duly sworn, upon his oath states Vice President of Union Electric Com that he is a Senior pany, that as such he executed behalf of Union Electric Company, and the abo ve certificate on that the statements contained ther of his knowledge, information and beli ein are true to the best ef Subscribed and sworn to before me this 14th day of April, 1997.

No Public DEBORAH 1. ANZALONE NOTAT )SIJE Of MISSOUR

51. LOUIS COU1TY MY COMMISSION EXPIBES PPR ia,1 3

STATE OF MissouRi OFFICE OF SECRETARY OF STATE JEFFERSON CITY 65102

]ariiaxy 8, 1996 UNIct1 F1raRiC XNPANY (XO1)

Dear Corporation:

This is to advise that on the above da te we have filed for record in this off ice a Statement of Ch ange in the number of directors from (10) to eIevn (U)

- (Pursuant to Chapter 351.055f 6) and 351.085.2(4) RSM0

.)

Very truly yours, REBECCA M. COOK Secretary of State Corporation Divis ion Amendment Desk Ltr. #62

1lI STATE OF MIsSOURI ROYDBCUNT SCRETARYOFSIATE OFFICE OF SECRETAR Y OF STATE JEFFERSON CITY 65102 314/7514609 STATEMENT OF CHANGE IN NUMBER OF DIREC TORS 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 cor poration is UNION ELECTRIC COM PANY The name under wh ich it was originall y organized was MISSOURI ELECTRIC LIGHT AND POWER COM PANY
2. Effective December 31, 1997

, the number cf person board of directors s constituting its was changed from TEN (10) to ELEVEN (11)

January 6. 1998 Corporate Officer Date James C. Thompson Secretary Form 61

/p::,

J

  1. 00040441 OF MIS07 F1

¶ L

c Rebecca McDowell C ook 1,* Secretary of State k.

CORPORATION D IVISION

CERTIFICATE OF MISSOURI CORP MERGER ORATION SURV IVIN G WHEREAS, Articles of M erger of the fo ARCH MERGER IN llowing corp C. orations:

(#00414846)

INTO:

UNION ELECTRIC (irganlzed and COMPANY (#00040441)

Existing Und have been rece er Law of Mis r ived, found to souri conform to la bNOW, TH w, and filed.

EREFORE, I,

  • Missouri, REBECCA MCDO issue this C WELL COOK, Sec ertificate of retary of Sta merger of the Merger, certif te of aforenamed co ying that rporations is effected with UNION ELECTRIC COMPANY (#00040441)
,< as the surviving corporation.
.- t__,

N TESTIMONY W

  • HEREOF, I HAVE HAND AND IMPRIN SET MY THE STAT TED THE GREA E OF MISSOURI, T SE AL OF 31st ON THIS, THE Day of December, 1997 Z.

$30.00

)t Secretary of State ii t

it-S t S tt 4 t

?

  • STATE OF MISSOURI . . OFFICE OF SECRETARY REBECCA COOK, Secretary OF STATE Of State ARTICLES Of MERGER MERGING FILrJAN ARCH MERGER INC. DCEF(rIRcATE WITH AND INTO OS U ED UNION ELECTRIC COMP ANY DE 31 1997 HONOLE REBECCA COOK SECRETARY OF STATE STATE OF MISSOURI ETA P.O. BOX 778 JEFFERSON CITY, MO. 651 02 Pursuant to the provisions of the General and Business Corpor undersigned corporations cert ation Law of Missouri, the ify the following:
1. That Arch Merger Inc. of Mi ssouri
2. That Union Electric Com pany of Missouri are hereby merged and that the above named Union Electr corporation. ic Company is the surviving
3. That the Board of Directors of Arch Merger Inc. met on Aug resolution adopted by a major ust 11, 1995 and by ity vote of the members of suc Agreement and Plan of Merge h board approved the r attached hereto as Exhibit 1.
4. That the Board of Directors of Union Electric Company met by resolution adopted by a maj on August 11, 1995 and ority vote of the members of suc Agreement and Plan of Merge h board approved the r attached hereto as Exhibit 1.
5. The Agreement and Plan of Merger was approved by una two shareholders of Arch Merge nimous written consent of the r Inc. dated August 16, 1995.
6. The Plan of Merger therea fter was submitted to a vote at shareholders of Union Electric the special meeting of the Company held on December 20, there were 102,123,834 shares 1995. At such meeting of common stock and 3,434,596 outstanding and entitled to vot shares of preferred stock e and 75,091,584 voted in favor against said plan, with 28,493 and 1,972,890 voted

,956 shares abstaining or not vot ing.

7. PLAN OF MERG ER
a. Union Electric Comp an y ofMlssouri is the su rvivor.
b. Mt of the property, rig hts, privileges, teases, an are to be transferred to an d patents of Arch Merg d become the property of er Inc.

The officers and board of Union Electric Compan directors of the above na y, the survivor.

execute all deeds, assignme med corporations are nts, and documents of ev authorized to effectuate a fill and comp ery nature which may lete transfer of ownersh be needed to ip.

c. The officers and board office until their success of directors of Union El ors are duly elected an ectric Company shalt d qualified under the pro continue in laws of the surviving co vis ions of the by rporation.

ci. The outstanding share s of Arch Merger Inc. sha Union Electric Compan ll be exchanged for sh y on the following basis: ares of Merger Inc. shall be co Ea ch share of common sto nverted into one share of ck of Arch Company. common stock of Union Electric

e. The articles of incorp oration of Union Electric incorporation of the survi Company shall be the art ving corporation, until icles of and in such articles of inc thereafter amended as pro orporation. vid ed by law

TN WITNESS WHEREOF, these Articles of Merger hav the aforementioned corpor e been executed in dup ations as of the day and licate by year hereafter acknowled ged.

(NO SEAL)

ARCH MERGER TN Donaid EBrandt President AT1EST:

y7

,// 11 t tta ,( C William E. Jaudey/

Secretary CORPORATE SEAL UNION ELECTRIC COM PANY C. W. Mueller President & Chief Executiv e Officer ArrEST:

.Thom pso

STATE OF MISSOURI

)

) SS CITY Of ST. LOUTS

)

I, ppJ L (\2k gn a Notary Public, do hereby certi fy thatonthe 31st day of December ,1997 _,personally appeared before me DONALD E. BRA NDT, who being by me first duly sworn, declared that he is the President of Arch Merge r Inc, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

No ry Public 9t14i-..

OEBOR,H L.

My Commission Expires: NDT ANZALONE hYi&tl_STATEoFMfssOj . :,0tAR.Sp.

MyCl.AT LOUIS COUN1Y

.SSlONEXP1ESApftIB ;gg 2i: z 213 .o.

p; RY P:

STATE OF MISSOURI

) -9*.

CITY Of ST. LOUTS

) ss

)

I, )-çk L. P1pfore , a Notary Public, do hereby certify that on the 31st dayof December ,19 97 3personally appeared before me C. W. MUELLER

, who being by me first duly sworn, decla red that he is President and Chief Executive Officer of Union Electric Company, that he sign ed the foregoing document as President and Chi ef Executive Officer of the corporation, and that the statements therein contained are true.

My Commission Expires: sc. : 4 DEBORAH L. ANLACONE TAY PUELICSIAIE OF MISSOURI ST. LOUIS COUNTY

,W COMMISSION EXPRE5 APR. 18, 1998 O?PUp():

C ft45

ii STATE OF MisSouRi OFFiCE OF SECRETARY OF STATE JEF FERSON cirv 65102 My 4, 1998 Re: t1{Ict1 FI=BJIRIC XfA Rf (czX4c%4;)

Dear Corporation:

This is to advise that on the above da te we have filed for record in this offic e a Statement of Ch ange in the number of directors from (11) to (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSM0

.)

Very truly yours,

  • REBECCA M. COOK Secretary of State Corporation Division Amendment Desk 1

Ltr. #62

STATE OF MissouRi ROY 0. 8I.UJT SECRE1AROF STATE OFFICE OF SECRETARY OF STATE 314/751-4609 JEFFERSON CITY 65102 STATEMENT OF CFIANGE IN NUMB ER OF DIRECTORS Sections 351.055(6), 351.

085.1(4) and 351.315.3 RSMo No filing fee - File one copy Corporate Charter No. 40641

1. The name of the corporation is UNION ELECTRIC COMPANY The name under which it was originally organized was MISSOURI ELECTRIC TrC,WT AND P(M1R C.flMPw
2. Effective Api1 28, 1998 tiie number cf persons constitr ting its board of directors was changed from ELEVEN to FIVE -

April 30. 1998 Corporate Officer Dare James C.. Thompson Secretary Form 61 7 I2;

CF State of Missouri Rebecca McDowell Cook, P.O. Box 778, Jeffer son City, Corporation Division Statement of Change of JUL 0 6 i98 Registered Ant or Registered Office (f SEC%STA ).j( Lk

/

O STATE, JNSTRUCHONS I. The filing fee for this cha nge is IO.0O. Change mu st he filed in DUPLICA

2. P.O. Box may only be use TE.

d in conjunction with Stre

3. Agent and address must et, Ro ute or Highway.

be in the State of Missouri

4. If a corporation, officers (president or vice president presidents or vice president and seaetary or assistant s signature must be notariz seaetary) must sign, and
5. If Limited partnership, gen ed..

eral partner must sign and have their signature not arizecL Charter No. 40441 The undersigned corporatio Missouri n or limited partnership, for the purpose of cha organized and existing nging its registered agent under the laws of the of Missouri, or the Missour The General and Bus State of i Uniform Limited Partne iness Corporation Act rship I.aw, represents that:

(1) The name of the corporatio nlltd. partnership is:

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

William E. Jaudes (3) The name of the new registe red agent is: J. COOk (4) The addiess, including street number, ii any, of its registe red office before this change 190E1 Ch is:

outeau Avenue, St

. Louis. Missouri 63103

5) Its registered office (includin g street number, if any change is to be made) is hereby CH ANGED TO:

No Chanp

5) The address of its registered office and the address of the will be identical. business office of its reg istered agent, as changed

) Such change was authorized by resolution duly adopte the limited partnership. d by the board of directors of the corporation or by rp. 58 (294)

IN WITNESS WHEREOF, the undersign in its name by its assistant ed corporation or limited partnership has President or Vice President of the corporation, caused this report to be executed attested to by the 98 secretary if a corporation on the or General Partner of the limited 1st thy of partnership, and July , 19 Union Electric Company Nax ot cxtpornon 0 lirniied prmi p

(CORPORATE SEAL) if no seal, state none c Vx Prdcnt ot curpCfaoc1 G.coa2l Prmcr ot limcc! parznhip Attest:

r u t iUl O; Stateof Missouri

(

City (F*-: 1AiY C St Louis i Barbara Lungwitz

, a Notary Pubhçdo hereby certify that on the 1st July day of ,19 98 ,personallyappearedbe[oreme Steve Sullivan he/she is the President or Vice President of the corp whodedares oration, or a General Partner of the limited the foregoing document, and being first duly sworn, partnership, executing acknowledged that he/she signed the foreg capacity therein set forth and declared that the statemen oing document in the ts therein contained are true.

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

(tt4%

Notary Public (Notarial Seal)

My commission expires 912/99 BARBARA LEPIIWJITZ My County of Commission Notary Public Notary Seal SIATC OF MISSOURI City of St. Louis My Commission xpirs Sptm c , 1999

P No. 00040441 E OF fvIIS 4r_)

5ECRE4t k J 1 I

I ISSOU1-Matt Blunt Secretary of State CORPORATION DIVI SION CERTIFICATE OF CO RPORATE RECORDS UNION ELECTRIC CO MPANY

-. =

I, MATT ELUWr, Se cretary of State of and Keeper of the that the annexed Great Seal thereo the State of Missouri f, do hereby cert pages contain a fu ify copy of those ce rtain original docwll, true and complete in this office fo nents on file and r which certificat of record ion has been requ ested.

IN TESTIMONY WHER EOF, I have set my hand and imprinte *1 d the GREAT SEAL of the State of Mis so 5th day of DECEMB uri, on this, the ER, 2002.

1I Secretary of State ir

--=--

4 No. 00040441 SITEOFMISSOUJX,

-4i w

lsr Matt Blunt Secretary of State CORPORATION DIVISION CERTIFICATE OF RETIREMENT I, REBECCA McDOWELL COOK, Secretary State of Missouri, do hereby certify of State of the copies of a resolution of that duplicate UNION ELECTRIC COMPANY a Missouri corporation relating to RETIRENENT OF PREFERRED STOCK, have been received in this a office.

The substance thereof is:

RETIRING 1,657,500 SHARES OF ITS PREFERRED STOCK, $1.735 SERIES Said resolution is found to conform to law. ACCORDINGLY, I, j by the virtue of the authority vested

.- by law, hereby issue this Certificate in me

a. of RETIREMENT.

IN TESTIMONY WHEREOF, I have set my 4 hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 2nd day of DECEMBER, 2002. kJ1 11

$25.00 SecretaiyofState W 1hhWd W4h W1W1AWIhWWA )

130 (1-01)

/////

UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK AND REDUCTION OF STATED CAPITAL Union Electric Company, a corporatio n organized and existing under the laws of the State of Missouri, does hereby certify as follows:

1. The name of this corporation is Unio n Electric Company.

2.(a) On September 23, 2002, Unio n Electric Company redeemed the 7,657,500 outstanding shares of its Preferred Stock, $1 .735 Series.

(b) Union Electric Company has app lied $25.00 per share, being the stat ed value of the Preferred Stock, $1 .735 Series, or a total of $41 ,437,500, out of its stated capital to the retirement of the 1,657,50 0 shares of Preferred Stock, $1 .735 Series.

3. As a result of the retirement of 1,657,50 0 shares of Preferred Stock as described above, the number of outstan ding shares of preferred stock of Unio n Electric Company has decreased from 2,795,09 5 to 1,f 37,595 and the preferred stoc k stated capital has been reduced from $155,19 7,000 to $113,759,500.
4. The assets of Union Electric Compan y remaining after said retirement of the 1,657,500 shares of Preferred Stock were and now ate sufficient to pay any debts ot this corporation, the payment of which has not been otherwise provided for.

/

/ IN WITNESS WHEREOF, Union Ele be executed, acknowledged and swo Treasurer, and attested by Steven R.

ctric Company has caused this cert rn to by Jerre E. Birdsong, Vice Preside Sullivan, Secretary, and its corporate ificate to nt and seal to be hereto affixed, all on this ZIday of November, 2002.

UNION ELECTRIC COMPANY By ATTEST:

ZEZ Secretary FLED DEC 0 2 OGZ SECRETA OF STATE

STATE OF MISSOUR I )

CITY OF ST. LOUIS SS

)

JERRE E. BIRDSONG Vice President and Tr , first being duly sworn, easurer of Union Electri upon his oath states tha above certificate on be c Company, that as su t he is the half of Union Electric Co ch he executed the contained therein are mpany, and that the sta true to the best of his kn tements owledge, information an d belief.

(4rre E. Birdsohg Subscribed and sworn to before me thia.c da V

y of November, 2002.

Notary Public CAROL A. HEAD NoLty Pub& Notaiy Seal SFATh OF MISSOURI Sc Qi,zlts Cowity My Cownnssion Expires:

Sepc 23.2006

FEB 212003 State of Missouri Matt Blunt, Secretary of State Corporations Division SEC P.O. Bo 778. Jefferson Cit, MO RETARY OF STATamC5 C. Kirkpatrick State Informati 65102 600W. Main Street Rm 322. on Ccnter Jefter.con Cit MO 65101 Statement of Change of Registe red 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 of its registered agent and/or the addr change either or both the name Z ess of its existing registered agent.

There is a $10.00 fec for l3lins this statement It must be filed

3. P.O. Box may only he used in conjunct in DUPLICATE
4. ion with a physical street address Agcnt and address must be in the State ofMissouri.
5. The corporation rnayp) act as its own agcnt Charter No 00040441 (I) The name of the corporation is: Union Electric Compan y

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

1901 Chouteau Avenue, St.

Louis, MO 63103 Address CiivISt*t&Zip (3) The address. including Street and num ber, of its registered office is hereby changed to:

One Ameren Plaza, 1901 Chouteau Avenue, St.

,Sddress Louis, MO 63103 (P.O . Box may2jjybe used is conjunct ion with a physical street address) City

/State/Zip (4) The name of its present registered agen t (before change) is._James J. Cook (5) The name of the new registered agen Ronald K.

t is: Evans Authorized signatuj fny/reistcred agent mt appear below.

J t3fc.n ciitcidi .poz-a oisginalli c.iccutetl usilie,i cone,l, Jo iho form in lieu ufihtv szçwuurc.)

(6) The address otits registered office and the address of the office of its registered will he identical. agent, as changed.

(7) The change was authorized by resolution duly adopted by the board of directors In affirmatio of the facts stated above, (Aitlhorized.igna!uP o/oJficc n: if up1ilu Steven P. Sullivan ohk. chufr,wn a/the hoard)

(lrinicll Mii,ic)

Secretary (7 file) . / ,-

3

(,nonrWdcwyear)

Corp. #59(1100)

Office of the Secretary of State State of Missoun MATT BLUNT Jefferson City SECRETARY Of STATE CORPORATIONS DIVISION 65101 (866) 223-6535 TOLL FREE May 28, 2004 Arneren Services One Ameren Plaza 1901 Chouteau Ave nue 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 of Change in the number of director a Statement s from five (5) to eleven (11).

(Pursuant to Chapter 351.055 (6)and 351.

085.2 (4) RSMo.)

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

er:05 f 01 00040441 Date Filed: 051281 2004 Maft Blunt Secretary of Stat e

CorpozOoaa Dvisia P.O. Box 77*1600W

. Mob Swr(, Rm JtTrwo CIty, MO 222 65102 Statement of Change in Number of Direct ors Sections 351.055(6),

351.08 5.1(4) and 351.3 15.3 RS Mo No filing fee File one copy Corporatc Charter No. 000404 41 The name of the Corporation is Union Electnc Company 2 Effective April 22, 2003 niontWdaytyeor ,Ihe numbaofpcrscnsc onstitittin g its board of directors live (5) was changed fom eleven (11)

Ronald K. Evan Sigaarxrre s, Assistanc Secr Frmd Name etary Title For m 6 LEt 12102 State of Missouri Statement of Correction 1 Page (s) 1 1 1 1 fthlhIllthIllhIllllllhI1 T041 5307024

Office of the Secretary of State State of Missouri MATT BLUNT Jefferson City CORPORATIONS DWISION SECRETARY OF STATE 65101 (866) 223-6535 TOLL FREE May 28, 2004 UNION ELECTRIC COMPANY One Ameren Plaza 1901 Chouteau Ave St. Louis, MO 63103 RE: UNION ELECTRIC COMPANY 00040441

Dear Corporation:

This is to advise that on the above date we have filed for record in this office a Statement of Change in the number of directors from eleven (11) to six (6).

(Pursuant to Chapter 351.055 (6) and 35L085.2 (4) RSMo.)

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

I File Number: 200415421104 00040441 Date Filed: 05128/200 4

Maft Blunt Secretary of State

\. -

Corpor*tioas Divtsto

?.O. Boi 8!6OO W.

Ma( Strs, Rn, 32Z Jcflro Cfty, MO 5fe2 Statement of Change in Number of Directors Sections 351.055(6), 35)085

.1(4) and 35)3)5 .3 RSMo No filing lee -. Filc one copy Corporate Chaer No. 00040441 The name of the Corporatio Union Electhc Compan n y

2. Effective ApdI 27, 2004 mootWctiy/yor , tue nwnt>et of persons cons tituting its board of dtre ctora was cbanged from (11) to six (6)

Sigaamwe Ronald K. Evans, Assistant Secret Punted Name ary Thk Date Amen. e tate Other 1 Page(s)

Form SIB Ill IN 12102

I File Number: 200524153806 I 00040447 State of Missouri Date Filed: 0812912005 Robin Cacnahan Robin Carnahan, Secretary of State L Secretary of State Corparinoar Dlv1,io P.O. noi Vt 6eo W. M.ai Strt, Rm 322 Jeikmoa City, MO 5LO2 Statement of Change of Registered Agent and)ot Registered Office By a Foreign or Domestic for Profit or Nonprofit Corporation or a Limited Liability Company Instructions I. This form is to be used by either a for profit or nonprofit corporation or a limited liability company to change either or both the name of its registered agent and/or the address of its existing registered agent

2. There isa $1000 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 ofMissoun.
5. The corporation may no act as its own agent.

00040441 Chartet No.______________________

(I) The name of the business entity in Union Electric Company (2) The address, including street and number, of its present registered office (before change) is:

One Ameren Plaza, 1901 Chouteau Avenue St. Louis, MO 63103 Add,.ti CuylSIsIdZJp (3) The ad&es, including suett and number, of its registered office is hereby changed to:

500 East Independence Drive Union, MO 63084 4d (P.O Box m o.Fy b ud o copxcnot with a p5yi.oi tti dtIS) Cnyl&wdZ4 Ronald K. Evans (4) The caine of its present registered agent (before change) ii

. Kenneth 1. Sdiniidt (5) The name of the new registered agent is: __________________

Authorized signature of new registered agent ansI appear bel (May au i.lgmaIly ca.u to Ihtxjat in Iie. ojihu signoftoe)

(6) The address of its registered office and the address of the office of its registered agent, as changed.

will be identical (7) The change was duly authorized by the business entity named above.

In Affirmation I the facts stated above are flue and correct:

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

Ronald K. Evans Athoized3goamrt of officrt re if oçapbco4fr d,afrmo., abbe board P,iotedNwoe ci Assistant Secretary -

fitle moorlsfday/yea Name and address to return filed document State of Missouri Change/Resignation of Ager 1 Page(s)

Name:

Address:

City, State, and Zip Code:

T05241 55831

11:14 AMEREN LE[.JRL DEPT )1q D4 *jVV**

CHESTER J. 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 Statem ent to change the business entitys registered office and/or agent in Iowa. Read the INSTRUCTIONS on the back registered of this form before completing the information and signing below.

1. The NAME of the business entity is: tJfllOfl Electric Company
2. The street address of the CURRENT registered OFFICE as indicated on the Secretary of State record s s is 523 No. Water Street Keokuk sbet IA 52832-5960 city

&tte

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

523 No. Water Street Keokuk IA 52832-5960 coy V

itete zip

4. The name of the CURRENT registered AGENT as indicat ed on the Secretary of States recnrds is:

K. P. Blank (If more than one ANT is vgisered. indicat e b4I7 one 13 Dein rept5csd.)

5 ThejitoftheNEWtegisteredAGENfl Larry A.

s. Weiman
6. It the REGISTERED AG ENT has changed, the NEW Regist ered Agent must sign here, consenting attach their written consent to this forrn to their appointment, or 7A S4e of NEW Ranered Agent Complete ONLY if the Registered Agent change s.

FILED

7. If the REGISTERED AGENT ctiajige the OWA s street adt,,rss of their business office on SECRETARY OF STATE here indioabng that NOTICE of the change this forn has been gitien Co the business entity. V3 Signature of Reg1ered Agent

/1//VP!)

Complete ONLY it the Registered Agent change W45751 0 IUI#flhIllhII s the street address of their business office.

B. After any/all change(s) are made, the street addres s of theregistered offlç and the street the aoent will b idenhcal. a

9. SignarebyahozedrepresenVve:

See fritruction 19 on back Date:

PRlNTNameandlitle: Ronald K. Evans, Assistant Secretary (314) 5542156 Name 1d T,tIe Telephone Number TDTRL P.02 I

CORP. FILE Office of the Secretary of State State of Missouri ROBIN CARNAl-TAN Jefferson City CORPORATIONS DWIS ION 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 35 1.055 (6) and 351.085.2 (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 Library.

Woither Library

I

/

File Number:

00040441

/ WAmemfl Date Filed; 0311412011 Rabin Camahan Secretary of State March 9, 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 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 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 ietter, we are simply notifying you of this change.

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

Yours very truly, CwLta qwk4&0 Carla J. Flinn Corporate Paralegal Legal Department State of Missouri Amend/Restate Gei Bus 1 Page(s) p \Dn  !SAG 91J\

CYOD!.Cu Eft: s (s.:)

t)1 *,i it ;n c::jr I C I I

-n----1--r 1901 Choutesu Avenue

St Louis. MO 5J49 Ameren.com

V CORP FILE Ameren May 12, 2011 Missouri Secretary of State Business Services Division P0. 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 61B 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 cflfnn(ameren.com.

Yours very truly, C(LWLc6. ML Carla J. Flinn Corporate Paralegal Legal Department 1901 Chouteau Avenue St Louis, MO 631665149 Ameren.com

File Number:

00040441 Aiiieren Date Filed: 0511612011 Robin Camahan Secretary of State 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 61B 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 f314) 554-2021 or cThnncameren.com.

Yours very twly, cJAc6. qW114/t/

Caila J. Flinn Corporate Paralegal Legal Department State of Missouri Amend/Restate Other I Pages)

UHHhtItIt U1Uht1HIHItI1fltI ItIHtUH 1 1 1 I tUh Till 3616537 1901 Chouteau Avenue St. Louis, MO 1666149 A.meren.com

00040441 CERTIFICATE OF CORPORATE RECORDS tJNION ELECTRIC COMPANY 1, 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 fuLl, true and complete copy of the original documents on file and of record in this office for which certification has been requested.

TM 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 A -

Secretary of State Certification Number: 13886459-1

Reference:

6886-1 Vei this certificate onlina at ht:J/www.smogov/busseny/soskbNeffyasp

File Number. -

00040441 Date Filed: 0610312011 Robin Carnahan Secretary of State UNION ELECTRIC COMPANY CERTIFICATE OF RETIREMENT OF PREFERRED STOCK ANDREDUCHON OF STATED CAPITAL Union Electric Company, a corporation organized and existing under the laws of the State of Missouri, does hereby certify as follows:

- 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, S7.64 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 SI l3759,500.00 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.

Iremainder of page left Intentionally blank signature page foflowsj State of Missouri Amefld/Re$ Gef BL5 2 Page(s)

IN WITNESS WHEREOF, Union Electric Company has caused this certificate to be cxecuted, acknowledged and sworn to by Gregory L. Nelson, Senior Vice President, General Counsel and Secretazy, and attested by Craig W. Stenslarid, Assistant Secretaiy, and its corporate seal to be hereto affixed, all on this 3l day of June, 2011.

%ECC c%

Gre L. elson, SVP, GC & Secy.

Art Craig . Stensland, t. Secy.

STATE OF MISSOURI )

) 55 CITY Of ST. LOUIS )

On this 3d day of June in the year 2011, before me, Carla J.

flinn, a Notary Public in and for said State, personally appeared Gregory L. Nelson, the Senior Vice President, General Counsel and Secretary of Union Electric Company, a Missouri corporation, the person who executed the within document, and did state that the known to me to be seal affixed to the within instrument is the corporate seal of said corporation and that said instrument sealed in behalf of said corporation by authority of its Board of Directors, was signed and me that he executed the same for the purposes therein stated. and acknowledged to IN WimEss 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.

Ccv1eMvwz Notary Publid]

My Commission Expires: 4ZD Z014 M1isoui1LoulCfty CommissIon #10399908 5 Union Ekclnc Cfic. of RcIiromenL r,tStock -Jonc 2011 toc Augun 2010 Re&mpionDOC 2

OF MIssoU S.

I I

Robin Carnahan Secretary of State CERTIFICATE OF RETIREMENT I 1, ROBIN CARNAHAN. Secretary of State of the State of Missouri, do herehv certify a resoliiion of I UNION ELECTRIC COMPANY 00040441 a Missouri corporation relating to RETIREMENT OF PREFERRED STOCK, have been received in this office The substance thereof is:

RETIRING 330,000 SHARES Of ITS PREFERRED STOCK, S 7.64 SERIES Said resolution is found to conform to law. Accordingly, I, by the virtue of the authority vested in me by law, hereby issue this Certificate of RETCREMENT.

(. IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri.

Done at the City of Jefferson, this 3rd day ofiune, 2011.

w w w w w w W -w SOS 30 (01-2005)

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