Exhibit 4.4 


 


	REGISTERED	REGISTERED




 


THIS NOTE IS A GLOBAL NOTE
REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


AMEREN CORPORATION


1.95% SENIOR NOTE DUE 2027


 


	CUSIP: 023608 AL6	NUMBER:  R-1
	 	 
	ORIGINAL ISSUE DATE: November 18, 2021	PRINCIPAL AMOUNT:  $500,000,000
	 	 
	INTEREST RATE: 1.95%	MATURITY DATE: March 15, 2027




 


AMEREN CORPORATION, a corporation
of the State of Missouri (the “COMPANY”), for value received hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on the Maturity Date set forth above, and to pay interest thereon
from and including the Original Issue Date specified above or from and including the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 of each year, commencing March 15,
2022, and on the Maturity Date, at the per annum Interest Rate set forth above until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Note is paid on the Maturity Date. The
interest so payable, and punctually paid or duly provided for, on any such Interest Payment Date (except for interest payable on the Maturity
Date set forth above or, if applicable, upon redemption or acceleration), will, as provided in the Indenture (as defined below), be paid
to the Person in whose name this Note is registered at the close of business on the Regular Record Date for such interest, which shall
be the March 1 or September 1 as the case may be, whether or not a Business Day, next preceding such Interest Payment Date;
provided, that the first Interest Payment Date for any part of this Note, the Original Issue Date of which is after a Regular Record Date
but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date;
and provided further, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall
be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person
in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Noteholders not more than fifteen days nor fewer than ten days prior to such
Special Record Date. Payment of the principal of and interest and premium on this Note shall be payable pursuant to Section 2.12(a) of
the Indenture.


 






     


     


    

 


This Note is a Global Note
in respect of a duly authorized issue of 1.95% Senior Notes due 2027 (the “NOTES OF THIS SERIES”, which term includes any
Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of December 1, 2001 between
the Company and The Bank of New York (The Bank of New York Mellon Trust Company, N.A., successor), as trustee (herein called the “TRUSTEE”,
which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the “INDENTURE”).
Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes”
refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more
complete statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Note has been issued in respect
of the series designated on the first page hereof, issued in the initial aggregate principal amount of $500,000,000.


 


Each Note of this Series shall
be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date. Each Note of this Series issued
upon transfer, exchange or substitution of such Note shall bear the Original Issue Date of such transferred, exchanged or substituted
Note of this Series, as the case may be. The Notes of this Series shall be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


 


Interest on this Note will
accrue from and including the Original Issue Date specified above to, but excluding, March 15, 2022, and thereafter from and including
each Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, the Maturity Date or any redemption date, as
the case may be.


 


All or a portion of the Notes
of this Series may be redeemed at the option of the Company at any time or from time to time. The redemption price for the Notes
of this Series to be redeemed on any redemption date prior to February 15, 2027 (one month prior to the Maturity Date) (the
 “Par Call Date”) will be equal to the greater of the following amounts: (a) 100%
of the principal amount of the Notes of this Series being redeemed on that redemption date; or (b) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes of this Series being redeemed on that redemption date
that would be payable if such Notes matured on the Par Call Date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus 12.5 basis points, as determined by the Reference Treasury Dealer (as defined below),
plus, in each case, accrued and unpaid interest thereon to the redemption date. The redemption price for the Notes of this Series to
be redeemed on any redemption date on or after the Par Call Date will be equal to 100% of the principal amount of the Notes of this Series being
redeemed on that redemption date plus accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing, installments
of interest on the Notes of this Series that are due and payable on Interest Payment Dates falling on or prior to a redemption date
will be payable on the Interest Payment Date to the Holder of this Note as of the close of business on the relevant Regular Record Date.


 









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With respect to a redemption
occurring prior to the Par Call Date, the Company shall give the Trustee written notice of the redemption price promptly after the calculation
thereof and the Trustee shall not be responsible for such calculation.


 


The Company shall mail notice
of any redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes of this Series to
be redeemed, and, if less than all Notes of this Series are to be redeemed, the particular Notes of this Series to be redeemed
will be selected by the Trustee in such manner as it shall deem appropriate and fair; provided that as long as the Notes of this Series are
represented by global certificates registered in the name of The Depository Trust Company (“DTC”), or its nominee, beneficial
interests in such global certificates will be selected for redemption by DTC in accordance with its standard procedures therefor.


 


Any notice of redemption at
the Company’s option may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the redemption
date, of money sufficient to pay the principal of, premium, if any, and interest on the Notes of this Series or portions thereof
called for redemption, and that if such money has not been so received, such notice will be of no force and effect and the Company will
not be required to redeem such Notes or portions thereof. Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes of this Series or portions thereof called for redemption.


 


“ADJUSTED TREASURY RATE”
means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


“COMPARABLE TREASURY
ISSUE” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes of this Series to be redeemed (assuming, for this purpose, that the Notes of this Series matured
on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the Par Call Date.


 


“COMPARABLE TREASURY
PRICE” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations, or (C) if only one Reference Treasury Dealer
Quotation is received, such quotation.


 






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“REFERENCE TREASURY
DEALER” means each of (A) Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and
TD Securities (USA) LLC or, in each case, an affiliate thereof, which are primary U.S. Government securities dealers in the United States
(each, a “Primary Treasury Dealer”), and their respective successors; provided,
however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.


 


“REFERENCE TREASURY
DEALER QUOTATIONS” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day
preceding such redemption date.


 


Interest payments for this
Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of twelve 30-day months). If any Interest Payment Date falls on
a day that is not a Business Day, the interest due on such Interest Payment Date will be paid on the next succeeding Business Day (and
without any interest or other payment in respect of any such delay). If the Maturity Date of this Note or any redemption date falls on
a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business
Day with the same force and effect as if made on the Maturity Date or such redemption date, and no interest on such payment shall accrue
for the period from and after the Maturity Date or such redemption date.


 


The Company, at its option,
and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Notes
of this Series (except for certain obligations including obligations to register the transfer or exchange of Notes of this Series,
replace stolen, lost or mutilated Notes of this Series, maintain paying agencies and hold monies for payment in trust, all as set forth
in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon
and principal thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in
any event in an amount sufficient, without reinvestment, to pay all the principal of and any premium and interest on the Notes of this
Series on the dates such payments are due in accordance with the terms of the Notes of this Series.


 


If an Event of Default shall
occur and be continuing with respect to the Notes of this Series, the principal of and interest on the Notes of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.


 






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The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Company and the
rights of the Noteholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority
in aggregate principal amount of the Outstanding Notes, considered as one class, provided that if a proposed amendment directly affects
the rights of the Holders of Notes of one or more, but less than all, of series of Outstanding Notes, then with the consent only of the
Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu thereof whether or not notation
of such consent or waiver is made upon this Note.


 


As set forth in and subject
to the provisions of the Indenture, no Holder of any Notes will have any right to institute any proceeding with respect to the Indenture
or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default
with respect to such Notes, the Holders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect
of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request and offered reasonable
indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within
60 days after its receipt of such notice; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof
for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed
herein.


 


No reference herein to the
Indenture and to provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this Note at the times, places and rates and the coin or currency
prescribed in the Indenture.


 


As provided in the Indenture
and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions
of the Indenture.


 


The Indenture and the Notes
shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles
thereof.


 


Unless the certificate of
authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized
officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


All terms used in this Note
that are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.


 






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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	 	 	AMEREN CORPORATION
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    Darryl T. Sagel
	 	 	Name:	Darryl T. Sagel
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	 	 
	 	 	Attest:	/s/
    Craig W. Stensland
	 	 	Name:	Craig W. Stensland
	 	 	Title:	Assistant Secretary




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated: November 18, 2021


 


This Note is one of the Notes of the series herein
designated, described or provided for in the within-mentioned Indenture.


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., As Trustee


 


	By: 	/s/ Robert W. Hardy	 	 
	 	Authorized Signatory	 	 




 






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ABBREVIATIONS


  


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM -- as tenants in common	 	UNIF GIFT
	 	 	MIN ACT - 	 	Custodian	 
		 	 	(Cust) 	 	(Minor)
	 	 	 
	TEN ENT -- as tenants by the	 	 
	entireties	 	Under Uniform
Gifts to Minors
	 	 	 
	JT TEN -- as joint
    tenants with right of survivorship and not as tenants in common	 	 
	 	 	State



 


Additional abbreviations may also be used

though not in the above list.


 


 



 


FOR VALUE RECEIVED the undersigned hereby sell(s),

assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE


 


	
	 
	 
	 







Please print or typewrite name and address

including postal zip code of assignee


 


	the within note and all rights thereunder, hereby irrevocably constituting and appointing _________ attorney to transfer said note on the books of the Company, with full power of substitution in the premises.	 




 


	Dated:	 	 	
	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.
	 	 	 
	 	 	Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) or the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”).




 






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