Exhibit 4.3


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


ILL.
C. C. NO. 6323


 


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

5.50% SENIOR SECURED NOTE DUE 2014


 


	
  CUSIP:

  	
  906548CC4

  	
   

  	
  NUMBER:
  1

  
	
  ISIN:

  	
  US906548CC43

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE:  May 18, 2004

  	
   

  	
  PRINCIPAL
  AMOUNT:  $104,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE:  5.50%

  	
   

  	
  MATURITY
  DATE:  May 15, 2014

  



 


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 ONE HUNDRED AND FOUR MILLION DOLLARS ($104,000,000) on the
Maturity Date set forth above, and to pay interest thereon from May 18, 2004 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on the May 15 and November 15
in each year, commencing November 15, 2004, 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 May 1 or November 1, 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 5.50% Senior
Secured 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 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 $104,000,000.


 


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 three 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) Barclays Capital Inc. or Citigroup Global Markets Inc. (or
their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
‘‘Primary Treasury Dealer’’), the Company shall substitute therefor another
Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
by the Trustee 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:  May 18, 2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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”).