Exhibit 4.3


 


	
  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.


 


UNION
ELECTRIC COMPANY

5.40% SENIOR SECURED NOTE DUE 2016


 


	
  CUSIP: 02360FAC0

  	
   

  	
  NUMBER: 1

  
	
  ISIN: US02360FAC05

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE:
  December 8, 2005

  	
   

  	
  PRINCIPAL AMOUNT: $260,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE: 5.40%

  	
   

  	
  MATURITY DATE: February 1,
  2016

  



 


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 TWO HUNDRED SIXTY MILLION DOLLARS ($260,000,000)
on the Maturity Date set forth above, and to pay interest thereon from December 8,
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, 2006, 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 5.40% Senior Secured
Notes due 2016 (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 $260,000,000.


 


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) Barclays Capital Inc., BNY Capital Markets, Inc.
or J.P. Morgan Securities Inc. or their respective affiliates which are primary
U.S. Government securities dealers in New York City (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
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
  S. Gieseke

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Assistant
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE

  OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  Dated: December 8,
  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
  A. Massimillo

  	
   

  	
   

  
	
   

  	
  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”).