EX-4.1



 






Exhibit 4.1








	SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
NUMBER
CUSIP 629377 50 8
SHARES
NUMBER
N. 1198
NRG ENERGY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT COUNTERSIGNED AND REGISTERED:

WELLS FARGO BANK N. A.
BY            TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
NRG ENERGY, INC.
NRG Energy, Inc. transferable in person or by duly authorized attorney on the
books of the Corporation upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to all the terms, conditions
and limitations of the Certificates of Incorporation, and all amendments thereto.
This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of is
duly authorized officers
[corporate seal]
Dated:
PRESIDENT AND CHIEF EXECUTIVE OFFICER VICE PRESIDENT AND TREASURER






 









 







The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or restriction of such powers,
preferences and/or rights. Any such request should be addressed to the Secretary of NRG Energy,
Inc. or to the Transfer Agent named on the Face of this Certificate.



 




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




	 	 	 	 	 	 	 	 	 
	TEN COM — as tenants in common

	 	UTMA —	 	 	Custodian	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	(Cust)
	 	 	 	(Minor)
	TEN ENT — as tenants by entireties	 	 	 	under Uniform Transfer to Minors
	 
	 	 	 	 	 	 	 	 
	JT TEN — as joint tenants with right of survivorship

	 	Act	 	 	 	 	 	 
	 	 	 	 
	and not as tenants in common
	 	 	 	(State)






Additional abbreviations may also be used through not in the above list.



 




For value received ___hereby sell, assign and transfer unto






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE








 











 











 


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE



 



 



 



 



______________________________ Shares of the
capital stock represented by the within Certificate, and do-hereby irrevocably constitute and appoint
______________________________ ______________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.




	 	 	 
	Dated

	 	 
 

	 
	 	 
	 
	 	 
	 
	 	 

	 
	 	NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.






SIGNATURE GUARANTEED









ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A
PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMPS”). THE NEW YORK STOCK
EXCHANGE MEDALLION PROGRAM (“MSP”) OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP” AND MUST NOT BE
DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.