Reliant Resources, Inc. Specimen Common Stock Certificate and Rights Agreement Reference

Summary

This document is a specimen stock certificate for Reliant Resources, Inc., representing ownership of fully paid and non-assessable shares of the company's common stock. The certificate is transferable by the holder and includes reference to certain rights under a Rights Agreement between Reliant Resources, Inc. and The Chase Manhattan Bank, dated January 15, 2001. The certificate outlines procedures for transfer, signature requirements, and notes that under specific conditions, rights may be voided or separated from the certificate.

EX-4.1 2 h80767a5ex4-1.txt SPECIMEN STOCK CERTIFICATE 1 EXHIBIT 4.1 RIGHTS ATTACHED TO THIS CERTIFICATE DESCRIBED ON REVERSE THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF HOUSTON AND NEW YORK COMMON STOCK PAR VALUE $.001 PER SHARE - ---------------- ---------------- NUMBER SHARES RR - ---------------- RELIANT RESOURCES(TM) [LOGO] ---------------- CUSIP 75952B 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS RELIANT RESOURCES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE -------------------------------------------------------------------------------------------- THIS CERTIFIES THAT IS THE OWNER OF -------------------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF CERTIFICATE OF STOCK Reliant Resources, Inc. (the "Company"), transferable on the books of the Company by the holder in person or by attorney on surrender of this Certificate duly endorsed. This Certificate is not valid until countersigned by a Transfer Agent and registered by a [SEAL] Registrar of the Company. Witness the seal of said Company and the signatures of its duly authorized officers. Reliant Resources, Inc. Dated By COUNTERSIGNED AND REGISTERED: /s/ R.S. LETBETTER RELIANT ENERGY, INCORPORATED CHAIRMAN, PRESIDENT AND CHIEF - -------------- (HOUSTON, TEXAS) EXECUTIVE OFFICER TRANSFER AGENT AND REGISTRAR /s/ HUGH RICE KELLY - -------------- BY SENIOR VICE PRESIDENT, GENERAL American Bank COUNSEL AND CORPORATE SECRETARY Note Company AUTHORIZED SIGNATURE

2 RELIANT RESOURCES, INC. THE COMPANY 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 OR SERIES THEREOF OF THE COMPANY, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 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 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)

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 Company with full power of substitution in the premises. Dated, ---------------------------- NOTICE: X --------------------------------------------- THE SIGNATURE(S) TO THIS (SIGNATURE) ASSIGNMENT MUST CORRES- POND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF ----> THE CERTIFICATE IN EVERY X PARTICULAR WITHOUT ALTER- --------------------------------------------- ATION OR ENLARGEMENT OR (SIGNATURE) ANY CHANGE WHATEVER. ---------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. ---------------------------------------------- SIGNATURE(S) GUARANTEED BY: ---------------------------------------------- This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Reliant Resources, Inc. (the "Company") and The Chase Manhattan Bank (the "Rights Agent") dated as of January 15, 2001, as it may from time to time be supplemented or amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.