<PAGE>
NUMBER SHARES
T
CLASS A COMMON STOCK CLASS A COMMON STOCK
NO PAR VALUE NO PAR VALUE
THIS CERTIFICATE IS TRANSFERABLE CUSIP 26816Q 10 1
IN NEW YORK, NY AND RIDGEFIELD PARK, NJ SEE REVERSE FOR CERTAIN DEFINITIONS
DYNEGY INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
This Certifies that
is the record holder of
FULLY PAID AND NON ASSESSABLE SHARES OF CLASS A COMMON STOCK OF
Dynegy Inc. (hereinafter and on the back hereof 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 the provisions of the laws of the State of Illinois and
to all of the provisions of the Restated Certificate of Incorporation and the
Bylaws of the Corporation, as amended from time to time, to all of which the
holder of this certificate by acceptance hereof assents. This certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the seal and the facsimile signatures of the Corporation's duly
authorized officers.
Charles L. Watson
Chairman of the Board and
Chief Executive Officer DYNEGY INC.
CORPORATE
Kenneth Randolph SEAL
Secretary ILLINOIS
Dated:
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
By
AUTHORIZED SIGNATURE
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DYNEGY INC.
The Corporation will furnish without charge to each stockholder who so
requests a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation, and the qualifications, limitations, or restrictions
of such preferences and/or rights. Any such request should be made to the
Secretary of the Corporation at its principal place of business.
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
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with the right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT- Custodian
------------------- -------------------
(Cust) (Minor)
Under Uniform Gifts to Minors
Act
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(State)
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
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Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee
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------------------------------------------------------------------------- shares
of capital stock represented by the within Certificate and do hereby irrevocably
constitute and appoint
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----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated
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X
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(Signature)
NOTICE:
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
X
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(Signature)
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE
17Ad-15 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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SIGNATURE(S) GUARANTEED BY:
