Centerpoint Energy Outside Director Benefits Plan, As Amended And Restated Effective December 31, 20

CENTERPOINT ENERGY, INC.

OUTSIDE DIRECTOR BENEFITS PLAN

(As Amended and Restated Effective December 31, 2008)



__________________________



RECITALS



WHEREAS , CenterPoint Energy, Inc., a Texas corporation (the "Company"), maintains the CenterPoint Energy, Inc. Outside Director Benefits Plan, as amended and restated effective June 18, 2003, and as thereafter amended ("Plan"); and



WHEREAS , the Plan is closed to outside directors of the Company who (i) terminated service prior to January 1, 1992 and were not re-elected to the Board of Directors of the Company ("Board") prior to January 1, 2004 or (ii) were initially elected to the Board on or after January 1, 2004; and



WHEREAS , on and after January 1, 2005, the Plan has been operated in good faith compliance with Section 409A of the Internal Revenue Code ("Code") with respect to benefits under the Plan that are earned or vested after December 31, 2004, with such Plan benefits earned and vested prior to January 1, 2005, subject to the terms and conditions of the Plan as in effect on October 3, 2004; and



WHEREAS , pursuant to Section 7.1 of the Plan, the Company desires to amend the Plan to freeze the Plan benefit and to comply with the final regulations issued under Section 409A of the Code;



NOW, THEREFORE , in consideration of the foregoing, the Plan is hereby amended and restated, effective as of December 31, 2008, to read as follows:



ARTICLE I



PURPOSE



The purpose of the Plan is to enhance the Company's ability to maintain a competitive position in attracting and retaining qualified Outside Directors who contribute, and are expected to contribute, materially to the success of the Company and its subsidiaries by providing retainer continuation benefits for the Outside Directors. The Plan is closed to any Outside Director (i) whose service on the Board terminated prior to January 1, 1992 and who was not re-elected to the Board prior to January 1, 2004, or (ii) who was first elected to the


















Board on or after January 1, 2004. Effective as of December 31, 2008, the benefit under the Plan is frozen.



ARTICLE II



DEFINITIONS



For purposes of the Plan, the terms set forth below shall have the following meanings:



" Annual Retainer Fee " means the annual fee paid to the Outside Director for his service on the Board exclusive of Board and committee meeting fees and any other supplemental or special retainer fees.



" Board " means the Board of Directors of the Company.



" Code " means the Internal Revenue Code of 1986, as amended from time to time.



" Company " means CenterPoint Energy, Inc., a Texas corporation, or any successor thereto.



A " Full Year of Service " means the completion of service in the capacity of an Outside Director from one annual meeting of shareholders of the Company to the next following annual meeting of shareholders of the Company; provided, however , that (1) such calculation shall include (i) any such service as an Outside Director prior to January 1, 1992, the original effective date of the Plan, and (ii) service as a member of the board of directors of NorAm Energy Corp., any predecessor thereto, or any division or subsidiary of NorAm Energy Corp., or service as a director of any "advisory board" of NorAm Energy Corp. or its subsidiaries or divisions; and (2) the Current Outside Directors (as defined in Article IV) shall be deemed to have a Full Year of Service for the period commencing with the 2008 annual meeting of the shareholders and ending on December 31, 2008.



" Outside Director " means a person who is a member of the Board and who is not a current employee of the Company or a subsidiary.



" Plan " means the CenterPoint Energy, Inc. Outside Director Benefits Plan set forth herein, as amended and restated effective December 31, 2008, and as the same may hereafter be amended from time to time.



" Termination Date " means the date on which occurs the end of an Outsider Director's service to the Company as a Director by reason of his retirement, declination to stand for re-election, resignation, disability, removal, death or other event that has the effect of terminating his service to the Company; provided, however , that a date shall not be a "Termination Date" until there has been a " Separation from Service" within the meaning of Section 409A of the Code and the Treasury regulations issued thereunder.









-2-








ARTICLE III



ADMINISTRATION



3.1 Plan Ad ...