<PAGE> 1
EXHIBIT 4.1
<TABLE>
<S> <C> <C>
[NUMBER] SOUTHERN ENERGY, INC. [SHARES]
SE COMMON STOCK PAR VALUE $.01 EACH
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 842816100
THIS CERTIFIES THAT
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
COUNTERSIGNED AND REGISTERED
of Southern Energy, Inc. (hereinafter called the Corporation) transferable on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all
amendments thereto (copies of which are on file with the Transfer Agents) to all of which the holder by the acceptance hereof
assents. This certificate is not valid unless countersigned by a Transfer Agent and registered by a Reigistrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated Southern Energy, Inc.
/s/ Elizabeth B. Chandler By /s/ A.W. Dahlberg
VICE PRESIDENT AND SECRETARY
Chief Executive Officer
Transfer Agent
and Registrar
Authorized Signature
</TABLE>
<PAGE> 2
SOUTHERN ENERGY, INC.
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND
WITHOUT CHARGE A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH AUTHORIZED
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, TO THE EXTENT THAT THE SAME HAVE
BEEN FIXED, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE THE SAME
WITH RESPECT TO OTHER SERIES. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO
ITS TRANSFER AGENT AND REGISTRAR.
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:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
</TABLE>
Additional abbreviations may also be used though 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, ________________________
SIGNATURE GUARANTEE:
_______________________________ ___________________________________________
_______________________________ ___________________________________________
Notice: The signature to this assignment
must correspond with the name as written
upon the face of the certificate in
every particular, without alteration or
enlargement, or any change whatever.
SIGNATURE MUST BE GUARANTEED BY A
QUALIFIED GUARANTOR