Exhibit 4.3


 


	
  REGISTERED

  	
  REGISTERED

  



 


ILL. C. C. NO. 6342


 


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.


 


UNION ELECTRIC COMPANY

5.00% SENIOR SECURED NOTE DUE 2020


 


	
  CUSIP:

  	
  906548CD2

  	
   

  	
  NUMBER:
  1

  
	
  ISIN:

  	
  US906548CD26

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE: January 27, 2005

  	
   

  	
  PRINCIPAL
  AMOUNT: $85,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 5.00%

  	
   

  	
  MATURITY
  DATE: February 1, 2020

  



 


UNION ELECTRIC
COMPANY, 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 EIGHTY FIVE MILLION DOLLARS ($85,000,000) on the Maturity Date
set forth above, and to pay interest thereon from January 27, 2005 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on the February 1 and August 1 in each
year, commencing August 1, 2005, 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 January 15 or July
15, as the case may be, 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
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 or 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 5.00% Senior Secured Notes
due 2020 (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 August 15, 2002, between the Company and The Bank of New York, as
trustee (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 in the aggregate principal amount of $85,000,000.


 


Prior to the
Release Date (as hereinafter defined), the Notes will be secured by first
mortgage bonds (the “SENIOR NOTE FIRST MORTGAGE BONDS”) delivered by the
Company to the Trustee for the benefit of the Holders of the Notes, issued
under the Indenture of Mortgage or Deed of Trust, dated June 15, 1937, from the
Company to The Bank of New York, as successor trustee (the “MORTGAGE TRUSTEE”),
as supplemented and modified (collectively, the “FIRST MORTGAGE”). Reference is
made to the First Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Senior Note First Mortgage Bonds, the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders of first mortgage bonds, under the First Mortgage and the rights of
the Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.


 


From and after
such time as all first mortgage bonds (other than Senior Note First Mortgage
Bonds) issued under the First Mortgage have been retired through payment,
redemption or otherwise at, before or after the maturity thereof (the “Release
Date”), the Senior Note First Mortgage Bonds shall cease to secure the Notes in
any manner. In certain circumstances prior to the Release Date as provided in
the Indenture, the Company is permitted to reduce the aggregate principal
amount of a series of Senior Note First Mortgage Bonds held by the Trustee, but
in no event prior to the Release Date to an amount less than the aggregate


 





















 


outstanding principal
amount of the series of Notes initially issued contemporaneously with such
Senior Note First Mortgage Bonds.


 


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 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.


 


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 will be equal to the greater of:
(a) 100% of the principal amount of the Notes of this Series being
redeemed on the 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 (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 15 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. Notwithstanding the foregoing, installments of interest on
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. The redemption price will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.


 


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. 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 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 of this Series.


 


“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 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) Banc of America Securities LLC or its affiliates
which are primary U.S. Government securities dealers in New York City (each, a “Primary
Treasury Dealer”), and its successors; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer; and (B) any other three
Primary Treasury Dealers selected by Banc of America Securities LLC and
Wachovia Capital Markets, LLC after consultation with 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.


 


Interest payments
for this Note shall be computed and paid on the basis of a 360-day year 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 or date on which the principal of this Note is required
to be paid is not a Business Day, then payment of principal, premium, if any,
or interest need not be made on such date but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or date on which the principal of this Note is required
to be paid and, in the case of timely payment thereof, no interest shall accrue
for the period from and after such Interest Payment Date or the date on which
the principal of this Note is required to be paid.


 


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.


 


If an Event of
Default shall occur and be continuing, 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 and, upon such declaration, the Trustee shall demand
the redemption of the Senior Note First Mortgage Bonds to the extent 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 not less than a majority in
principal amount of the outstanding Notes. 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 not less than a majority in principal amount of the
outstanding Notes affected by such Event of Default 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 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 here.


 


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 which are defined in the Indenture shall have the meanings assigned to
them in the Indenture unless otherwise indicated herein.


 





















 


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


 


	
   

  	
  UNION
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jerre E. Birdsong

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   /s/ Ronald K. Evans

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   Assistant
  Secretary

  	
   

  
							



 


TRUSTEE’S
CERTIFICATE


OF
AUTHENTICATION


 


Dated:
January 27, 2005


 


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, As Trustee


 


	
  By:

  	
  /s/
  Robert J. Dunn

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  



 





















 


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”).