Exhibit 4.4


 


THIS SECURITY IS REPRESENTED BY 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
SECURITY 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 SECURITY 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

8.875% SENIOR NOTE DUE 2014


 


	
  CUSIP: 023608 AE2

  	
  NUMBER:  R-1

  
	
   

  	
   

  
	
  ORIGINAL ISSUE DATE: May 15, 2009

  	
  PRINCIPAL AMOUNT:  Listed on Schedule I
  hereto

  



 


MATURITY DATE:  May 15,
2014


 


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 amount specified above 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 on May 15 and November 15
of each year, commencing November 15, 2009, and on the Maturity Date (each, an “Interest Payment Date”), at the rate of 8.875% per annum (the “Interest
Rate”) 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 in full on the
Maturity Date.


 


The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a
360-day year consisting of twelve 30-day months.  In the event that any date on which interest
is payable on this Note is not a Business Day, then payment of interest payable
on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay), with
the same force and effect as if made on such date.  The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date (except for
interest payable on the Maturity Date or, if applicable, 


 

















 


acceleration)
will, as provided in the Indenture (referred to herein), 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 installment, which shall be the May 1 and November 1
as the case may be, next preceding such Interest Payment Date; provided, that
interest payable on the Maturity Date set forth above or, if applicable, upon
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 will
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
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 issued in respect
of a duly authorized issue of Notes designated “8.875% Senior Notes due 2014”
(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.  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.


 


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, as the case may be.


 


The Company may, at its option, redeem the
Notes in whole or in part at any time prior to the Maturity Date at the price
(the “Redemption Price”) equal to the greater of (i) 100% of the principal
amount of the Notes being redeemed on the date fixed for redemption (the “Redemption
Date”), or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed on the
Redemption Date (not including any portion of any payments of interest accrued
to the Redemption Date) discounted to the Redemption Date on a semiannual basis
at the Adjusted Treasury Rate (as defined below) plus 50 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 will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.


 


“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.


 


2

















 


“Comparable Treasury Issue”
means the U.S. Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the Notes to be redeemed
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 remaining term of such Notes.


 


“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 Trustee 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.


 


“Reference Treasury Dealer”
means (A) BNP Paribas Securities Corp., J.P. Morgan Securities Inc. or UBS
Securities LLC or their respective affiliates 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 Trustee, 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 Trustee by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
Business Day preceding such Redemption Date.


 


Notice of any redemption will be mailed at
least 30 days, but not more than 60 days, before the Redemption Date to each
registered Holder of Notes of this Series to be redeemed at its registered
address as more fully provided in the Indenture.  Any notice of redemption 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 and premium, if
any, and interest on, such Notes 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 the Notes.


 


If less than all the Notes are to be
redeemed, the Notes to be redeemed will be selected by the Trustee in such
manner as it shall deem appropriate.


 


The Notes do not have the benefit of any
sinking fund obligation.


 


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 (except for certain obligations including
obligations to register the transfer or exchange of Notes, replace stolen, lost
or mutilated Notes, 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 on the dates such
payments are due in accordance with the terms of the Notes.


 


3

















 


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


 


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 issued under the
Indenture 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 Outstanding Notes of all series under the Indenture 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; 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
deemed to be a contract under, and construed in accordance with, the laws of
the State of New York, and for all purposes shall be construed in accordance
with the laws of said State 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.


 


4

















 


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


 


 


	
   

  	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ronald S. Gieseke

  	
   

  	
   

  
	
  Name:

  	
  Ronald
  S. Gieseke

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Secretary

  	
   

  	
   

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Dated: May 15, 2009


 


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/
  Mary E. Marler

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Note to:


 


	
   

  
	
  (Insert assignee’s social security or tax identification number)

  
	
   

  
	
   

  
	
  (Insert address and zip code of assignee)

  
	
   

  
	
  and
  irrevocably appoints

  
	
   

  
	
   

  



 


agent to transfer this Note
on the books of the Note register.  The
agent may substitute another to act for him or her.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guarantee:

  	
   

  



 


(Sign exactly as your name appears on the other side of this Security)


 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


6

















 


SCHEDULE I


 


GLOBAL NOTE


 


The initial principal
amount of the Notes evidenced by this Global Note is $425,000,000;


CHANGES TO PRINCIPAL
AMOUNT OF NOTES EVIDENCED BY GLOBAL NOTE


 


	
  Date

  	
   

  	
  Principal Amount of

  Notes by which this

  Global Note is to be

  Reduced or Increased,

  and Reason for

  Reduction or Increase

  	
   

  	
  Remaining Principal

  Amount of Notes

  Represented by this

  Global Note

  	
   

  	
  Notation Made by