<PAGE>

                                                                     Exhibit 4.4

BY ITS ACQUISITION OF ANY CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER
ACQUIRES THE CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER
DISPOSES OF ITS INTEREST IN SUCH CERTIFICATE, THAT EITHER (A) IT IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, OR A GOVERNMENTAL OR OTHER EMPLOYEE
BENEFIT PLAN WHICH SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF
THE CODE ("SIMILAR LAWS") OR (B) THE PURCHASE AND HOLDING OF THE CERTIFICATE BY
SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION
UNDER ANY SIMILAR LAWS.

                                       1
<PAGE>

              Roseton-Danskammer 2001-Series B Pass Through Trust

                              7.67% Pass Through

                                  Certificate

                                    CUSIP:


                  Final Distribution Date:  November 8, 2016

               evidencing a fractional undivided interest in a
               trust, the property of which includes certain
               notes secured by certain separate property leased
               to Dynegy Roseton, L.L.C. and Dynegy Danskammer,
               L.L.C.

Certificate No. R-1                   $400,000,000 Fractional Undivided Interest

          THIS CERTIFIES THAT Cede & Co, for value received, is the registered
owner of a $400,000,000 (FOUR HUNDRED MILLION DOLLARS) Fractional Undivided
Interest in the Roseton-Danskammer 2001-SERIES B Pass Through Trust (the "Pass
                                                                          ----
Through Trust") created pursuant to a Pass Through Trust Agreement, dated as of
-------------
May 8, 2001 (the "Agreement") among Dynegy Roseton, L.L.C., a Delaware limited
                  ---------
liability company ("Dynegy Roseton" or a "Company"), Dynegy Danskammer, L.L.C.,
                    --------------        -------
a Delaware limited liability company ("Dynegy Danskammer" or a "Company," and
                                       -----------------        -------
together with Dynegy Roseton, the "Companies"), and The Chase Manhattan Bank, as
                                   ---------
trustee (the "Pass Through Trustee"), a summary of certain of the pertinent
              --------------------
provisions of which is set forth below.  To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement.  This Certificate is one of the duly authorized Certificates
designated as "7.67% Pass Through Certificates, Series B" (herein called the
"Certificates").  This Certificate is issued under and is subject to the terms,
-------------
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.  The property of the Pass Through Trust includes certain Lessor
Notes (the "Trust Property").  The Lessor Notes are secured by separate security
            --------------
interests in certain undivided interests in the Facilities, and liability
thereunder is limited to the income and proceeds of such security.

          Subject to and in accordance with the terms of the Agreement, from
funds then available to the Pass Through Trustee, there will be distributed on
each May 8 and November 8 (a "Distribution Date"), commencing on November 8,
                              -----------------
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the
Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
Notes due on such Distribution Date, the receipt of which has been confirmed by
the Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments.  Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this Certificate is registered at the close of
business on the day of the

                                       2
<PAGE>

month which is fifteen days preceding the Special Distribution Date, an amount
in respect of such Special Payments on the Lessor Notes, the receipt of which
has been confirmed by the Pass Through Trustee, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Certificate and
an amount equal to the sum of such Special Payments so received. The Special
Distribution Date shall be determined as provided in the Agreement. If a
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day. The Pass
Through Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Holders of the Certificates.

          Distributions on this Certificate will be made by the Pass Through
Trustee (i) if (A) The Depository Trust Company ("DTC") is the Certificateholder
                                                  ---
of record of this Certificate, or (B) a Certificateholder holds a Certificate or
Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass Through Trustee, by wire
transfer in immediately available funds to an account maintained by such
Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register,
without the presentation or surrender of this Certificate or the making of any
notation hereon.  Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Pass Through Trustee specified in such notice.

          Unless this Certificate is presented by an authorized representative
of DTC to the Company or its agent for registration of transfer, exchange or
payment, and any Certificate issued is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co., or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered
owner hereof, Cede & Co., has an interest herein.

          Each Person who acquires or accepts this Certificate or an interest
herein will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no Plan assets have been used to purchase this
Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or interest herein are either exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions or do not constitute a
prohibited transaction under such restrictions of ERISA and the Code.

          This Certificate shall be governed by and construed in accordance with
the law of the State of New York.

          Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       3
<PAGE>

          Unless the certificate of authentication hereon has been executed by
the Pass Through Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                       4
<PAGE>

          IN WITNESS WHEREOF, the Roseton-Danskammer 2001-Series B Pass Through
Trust has caused this Certificate to be duly executed.

                                   ROSETON-DANSKAMMER 2001-SERIES B PASS THROUGH
                                   TRUST

                                   By: THE CHASE MANHATTAN BANK,
                                       as Pass Through Trustee

                                   By:____________________________________
                                      Name:
                                      Title:

                                       5
<PAGE>

                           [Reverse Of Certificate]

          The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, either Company, the Owner Lessors,
the Owner Participants, the Equity Investor, the Pass Through Trust or the Pass
Through Trustee or any affiliate thereof.  The Certificates are limited in right
of payment, all as more specifically set forth in the Agreement.  All payments
or distributions made to Certificateholders under the Agreement shall be made
only from the Trust Property and only to the extent that the Pass Through
Trustee shall have received sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the Agreement.
Each Holder of this Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Holder as provided in the Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby.  A copy of the Agreement may
be examined during normal business hours at the principal office of the Pass
Through Trustee, and at such other places, if any, designated by the Pass
Through Trustee, by any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Companies and the rights of the Certificateholders under the Agreement at any
time by the Companies and the Pass Through Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest of the Fractional Undivided Interests
evidenced by all Certificates at the time Outstanding.  Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate.  The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Pass Through Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Pass Through Trust will
be issued to the designated transferee or transferees.

          The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $100,000 Fractional Undivided Interest and
any integral multiples of $1,000 in excess thereof.  As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized denominations

                                       6
<PAGE>

evidencing the same aggregate Fractional Undivided Interest in the Pass Through
Trust, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee shall require payment of an amount
sufficient to cover any tax or charge payable in connection therewith.

          The Pass Through Trustee, the Company, the Owner Lessor, the Registrar
and any agent of the Pass Through Trustee or the Registrar may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Pass Through Trustee, the Companies, the Owner Lessor,
the Registrar nor any such agent shall be affected by any notice to the
contrary.

          The obligations and responsibilities created by the Agreement and the
Pass Through Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

                                       7
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

 This is one of the Certificates referred to in the within-mentioned Agreement.

                                   THE CHASE MANHATTAN BANK,
                                   as Pass Through Trustee


                                   By:_________________________________
                                      Name:
                                      Title:

                                       8
<PAGE>

BY ITS ACQUISITION OF ANY CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER
ACQUIRES THE CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER
DISPOSES OF ITS INTEREST IN SUCH CERTIFICATE, THAT EITHER (A) IT IS NOT AN
EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, OR A GOVERNMENTAL OR OTHER EMPLOYEE
BENEFIT PLAN WHICH SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF
THE CODE ("SIMILAR LAWS") OR (B) THE PURCHASE AND HOLDING OF THE CERTIFICATE BY
SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION
UNDER ANY SIMILAR LAWS.

                                       1
<PAGE>

              Roseton-Danskammer 2001-Series B Pass Through Trust

                              7.67% Pass Through
                                  Certificate

                                    CUSIP:


                   Final Distribution Date: November 8, 2016

             evidencing a fractional undivided interest in a trust,
             the property of which includes certain notes secured
             by certain separate property leased to Dynegy Roseton,
             L.L.C. and Dynegy Danskammer, L.L.C.

Certificate No. R-2                   $150,400,000 Fractional Undivided Interest

          THIS CERTIFIES THAT Cede & Co, for value received, is the registered
owner of a $150,400,000 (ONE HUNDRED FIFTY MILLION FOUR HUNDRED THOUSAND
DOLLARS) Fractional Undivided Interest in the Roseton-Danskammer 2001-SERIES B
Pass Through Trust (the "Pass Through Trust") created pursuant to a Pass Through
                         ------------------
Trust Agreement, dated as of May 8, 2001 (the "Agreement") among Dynegy Roseton,
                                               ---------
L.L.C., a Delaware limited liability company ("Dynegy Roseton" or a "Company"),
                                               --------------        -------
Dynegy Danskammer, L.L.C., a Delaware limited liability company ("Dynegy
                                                                  ------
Danskammer" or a "Company," and together with Dynegy Roseton, the "Companies"),
----------        -------                                          ---------
and The Chase Manhattan Bank, as trustee (the "Pass Through Trustee"), a summary
                                               --------------------
of certain of the pertinent provisions of which is set forth below.  To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Agreement. This Certificate is one of the duly
authorized Certificates designated as "7.67% Pass Through Certificates, Series
B" (herein called the "Certificates"). This Certificate is issued under and is
                       ------------
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The property of the Pass Through
Trust includes certain Lessor Notes (the "Trust Property"). The Lessor Notes
                                          --------------
are secured by separate security interests in certain undivided interests in the
Facilities, and liability thereunder is limited to the income and proceeds of
such security.

          Subject to and in accordance with the terms of the Agreement, from
funds then available to the Pass Through Trustee, there will be distributed on
each May 8 and November 8 (a "Distribution Date"), commencing on November 8,
                              -----------------
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the
Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
Notes due on such Distribution Date, the receipt of which has been confirmed by
the Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to

                                       2
<PAGE>

the Person in whose name this Certificate is registered at the close of business
on the day of the month which is fifteen days preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Lessor Notes, the
receipt of which has been confirmed by the Pass Through Trustee, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
The Special Distribution Date shall be determined as provided in the Agreement.
If a Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day. The Pass
Through Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Holders of the Certificates.

          Distributions on this Certificate will be made by the Pass Through
Trustee (i) if (A) The Depository Trust Company ("DTC") is the Certificateholder
                                                  ---
of record of this Certificate, or (B) a Certificateholder holds a Certificate or
Certificates in an aggregate amount greater than $10,000,000, or (C) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $1,000,000 and so requests to the Pass Through Trustee, by wire
transfer in immediately available funds to an account maintained by such
Certificateholder with a bank, or (ii) if none of the above apply, by check
mailed to such Certificateholder at the address appearing in the Register,
without the presentation or surrender of this Certificate or the making of any
notation hereon. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Pass Through Trustee specified in such notice.

          Unless this Certificate is presented by an authorized representative
of DTC to the Company or its agent for registration of transfer, exchange or
payment, and any Certificate issued is registered in the name of Cede & Co., or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co., or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered
owner hereof, Cede & Co., has an interest herein.

          Each Person who acquires or accepts this Certificate or an interest
herein will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no Plan assets have been used to purchase this
Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or interest herein are either exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions or do not constitute a
prohibited transaction under such restrictions of ERISA and the Code.

          This Certificate shall be governed by and construed in accordance with
the law of the State of New York.

          Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       3
<PAGE>

          Unless the certificate of authentication hereon has been executed by
the Pass Through Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                       4
<PAGE>

          IN WITNESS WHEREOF, the Roseton-Danskammer 2001-Series B Pass Through
Trust has caused this Certificate to be duly executed.

                                        ROSETON-DANSKAMMER 2001-SERIES B
                                        PASS THROUGH TRUST

                                        By: THE CHASE MANHATTAN BANK,
                                            as Pass Through Trustee



                                        By:_________________________
                                           Name:
                                           Title:

                                       5
<PAGE>

                           [Reverse Of Certificate]

          The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, either Company, the Owner Lessors,
the Owner Participants, the Equity Investor, the Pass Through Trust or the Pass
Through Trustee or any affiliate thereof. The Certificates are limited in right
of payment, all as more specifically set forth in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Pass Through Trustee
shall have received sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each Holder of
this Certificate, by its acceptance hereof, agrees that it will look solely to
the income and proceeds from the Trust Property to the extent available for
distribution to such Holder as provided in the Agreement. This Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Pass Through
Trustee, and at such other places, if any, designated by the Pass Through
Trustee, by any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Companies and the rights of the Certificateholders under the Agreement at any
time by the Companies and the Pass Through Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest of the Fractional Undivided Interests
evidenced by all Certificates at the time Outstanding. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Pass Through Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Pass Through Trust will
be issued to the designated transferee or transferees.

          The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $100,000 Fractional Undivided Interest and
any integral multiples of $1,000 in excess thereof. As provided in the Agreement
and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized denominations

                                       6
<PAGE>


evidencing the same aggregate Fractional Undivided Interest in the Pass Through
Trust, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee shall require payment of an amount
sufficient to cover any tax or charge payable in connection therewith.

          The Pass Through Trustee, the Company, the Owner Lessor, the Registrar
and any agent of the Pass Through Trustee or the Registrar may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Pass Through Trustee, the Companies, the Owner Lessor,
the Registrar nor any such agent shall be affected by any notice to the
contrary.

          The obligations and responsibilities created by the Agreement and the
Pass Through Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

                                       7

<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.



                                        THE CHASE MANHATTAN BANK,
                                        as Pass Through Trustee


                                        By:   _______________________________
                                              Name:
                                              Title:

                                       8