CENTERPOINT
    ENERGY RESOURCES CORP.
  LETTER OF
    TRANSMITTAL
  for
  Tender of
    All Outstanding
  4.50% Senior Notes due 2021, Series A
    in Exchange for Registered

5.85% Senior Notes due 2041, Series A
    in Exchange for Registered4.50% Senior Notes due 2021, Series B

5.85% Senior Notes due 2041, Series B     The Exchange Offer for each
    series of Original Notes will expire at 5:00 p.m., New York
    City time,
    on          ,
    2011, unless extended (the Expiration Date).
    Original Notes of a series tendered in the Exchange Offer may be
    withdrawn at any time prior to 5:00 p.m., New York City
    time, on the Expiration Date for that series.
  PLEASE
    READ CAREFULLY THE ATTACHED INSTRUCTIONS
    The
    Exchange Agent for the Exchange Offer is:
  The Bank
    of New York Mellon Trust Company, N.A.
  c/o Bank
    of New York Mellon Corporation
    Corporate Trust Operations
    Reorganization Unit
    480 Washington Boulevard  27th Floor
    Jersey City, New Jersey 07310
    Attn: David Mauer
  By
    facsimile transmission (eligible institutions only):
  (212) 298-1915
  Confirm by telephone:
  (212) 815-3687
  Delivery of this instrument to an address other than as shown
    above or transmission via a facsimile number other than the one
    listed above will not constitute a valid delivery. The
    instructions accompanying this Letter of Transmittal should be
    read carefully before this Letter of Transmittal is
    completed.




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
    certificates of Original Notes of such series are to be
    forwarded herewith; or
    delivery of Original Notes of such series is to be made by
    book-entry transfer to the account maintained by the Exchange
    Agent at The Depository Trust Company (DTC)
    pursuant to the procedures set forth in the Prospectus under the
    caption The Exchange Offer  Procedures for
    Tendering Original Notes  Book-Entry Transfer
    and an agents message is not delivered as
    described under such caption.    Delivery of documents to DTC does not constitute delivery to
    the Exchange Agent.
    Please read the entire Letter of Transmittal and the
    Prospectus carefully before checking any box below. The
    instructions included with this Letter of Transmittal must be
    followed. Questions and requests for assistance or for
    additional copies of the Prospectus and this Letter of
    Transmittal may be directed to the Exchange Agent.
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DESCRIPTION OF ORIGINAL NOTES TENDEREDName(s) and Address(es) of Registered Holder(s) Exactly as
    Name(s) Appear(s) on Original Notes(Please fill in, if
    blank)Original Note(s) TenderedTitle of Series


Registered
    Number(s)*


Aggregate
    Principal Amount
    Represented by
    Original Note(s)


Principal Amount
    Tendered**4.50% Senior Notes due 2021, Series A5.85% Senior Notes due 2041, Series ATotal* Need not be completed by book-entry holders.** Unless otherwise indicated, any tendering holder of
    Original Notes will be deemed to have tendered the entire
    aggregate principal amount represented by such Original Notes.
    Original Notes may be tendered in minimum denominations of
    $2,000 and integral multiples of $1,000.   o
    CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED
    HEREWITH.o
    CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL
    NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
    THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR
    USE BY ELIGIBLE INSTITUTIONS ONLY):  ­
    ­
  ­
    ­
  ­
    ­
  o
    CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL
    NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY
    DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR USE BY
    ELIGIBLE INSTITUTIONS ONLY):  ­
    ­
  ­
    ­
  ­
    ­
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­
    ­
  ­
    ­
  ­
    ­
  ­
    ­
  o
    CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A
    BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
    PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO:  ­
    ­
  ­
    ­
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SIGNATURES
    MUST BE PROVIDED BELOW.
    PLEASE READ THE ACCOMPANYING
    INSTRUCTIONS CAREFULLY.
               5




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Rule 13d-3
 
         6




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SPECIAL ISSUANCE INSTRUCTIONS
    (SEE INSTRUCTIONS 5 AND 6)
    o
    Issue Exchange Notes
    and/or
    Original Notes to:  Name:  Address:     (Include Zip Code)
   (Tax Identification or Social
    Security Number)
  (Please Type or Print)
   SPECIAL DELIVERY INSTRUCTIONS
    (SEE INSTRUCTIONS 5 AND 6)
    o
    Mail or deliver Exchange Notes
    and/or
    Original Notes to:  Name:  Address:     (Include Zip Code)
   (Tax Identification or Social
    Security Number)
  (Please Type or Print)
  o
    Credit unexchanged Original Notes delivered by book-entry
    transfer to the DTC account number set forth below:  ­
    ­
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IMPORTANT
    PLEASE SIGN HERE WHETHER OR NOT
    ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
    (U.S. Holders: Complete Accompanying Substitute
    Form W-9
    Below)
  X
   X
  (Signature(s) of Registered
    Holder(s) of Original Notes)
  ­
    ­
    Name(s): (Please Type or Print)
  Capacity (Full Title):  Address:  (Include Zip Code)
  Area Code and Telephone Number:  Taxpayer Identification or Social Security Number:  MEDALLION
    SIGNATURE GUARANTEE
    (If Required by Instruction 5)
    Signature(s) Guaranteed by an
    Eligible Guarantor Institution: (Authorized Signature)
  (Name  Please
    Print)
  (Title)
  (Name of Firm)
  (Address, Including Zip
    Code)
  (Area Code and Telephone
    Number)
  Dated: 8




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INSTRUCTIONS TO
    LETTER OF TRANSMITTAL
    FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
    OFFER
  1. Delivery of Letter of Transmittal and Certificates;
    Guaranteed Delivery Procedures.
               9




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2. Signature Guarantees.
      Rule 17Ad-15
  3. Inadequate Space. and/or
  4. Partial Tenders and Withdrawal
    Rights.
               10




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5. Signatures on Letter of Transmittal, Assignment and
    Endorsements.
        6. Special Issuance and Delivery
    Instructions.
  7. Irregularities.
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8. Requests for Assistance and Additional
    Copies.
  9. Backup Withholding; Substitute
    Form W-9. Form W-9 Non-U.S. Form W-9. Non-U.S. Non-U.S. Form W-8 Non-U.S. Non-U.S. Form W-8
    Form W-9 Form W-9 Form W-9, 60-day 60-day
   12




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Form W-9
  Form W-9 Form W-8BEN, Form W-8ECI, Form W-8, Non-U.S. Form W-8. Non-U.S. Form W-8 Form W-9
    10. Waiver of Conditions.
  11. No Conditional Tenders.
    12. Lost, Destroyed or Stolen Certificates.
  13. Security Transfer Taxes.
  IMPORTANT: This Letter of Transmittal or a manually signed
    facsimile hereof or an agents message in lieu hereof
    (together with the Original Notes delivered by book-entry
    transfer) must be received by the Exchange Agent, or the Notice
    of Guaranteed Delivery must be received by the Exchange Agent,
    prior to the Expiration Date.
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PAYERS NAME:
    [Depositary]SUBSTITUTE
    FORM W-9


Name (as shown on your income tax return)Department of the Treasury
    Internal Revenue Service


Business Name, if different from abovePayers Request for Taxpayer
    Identification Number (TIN)
    and Certification


Check appropriate box:o Individual/sole
    proprietor  o C
    Corporation  o S
    Corporation  o Partnershipo Trust/estateo Limited
    liability company. Enter the tax classification (C=C
    corporation,
    S=S corporation,
    P=partnership)  è o Other ­
    ­Address (Number, Street and apt. or suite no.)City, State, and ZIP CodePart 1  Taxpayer Identification
    Number  Please provide your TIN in the box at right
    and certify by signing and dating below. If awaiting TIN, write
    Applied For  and sign and date the
    Certificate of Awaiting Taxpayer Identification
    Number below.


Social
    Security Number
    OREmployer
    Identification NumberPART 2  For Payees Exempt from Backup
    Withholding  Check the box if you are NOT subject to
    backup withholding and certify by signing and dating
    below.  oPART 3  Certification  Under
    penalties of perjury, I certify that:(1) The number shown on this form is my correct taxpayer
    identification number (or I am waiting for a number to be issued
    to me),
    (2) I am not subject to backup withholding because:
    (a) I am exempt from backup withholding, or (b) I have
    not been notified by the Internal Revenue Service (IRS) that I
    am subject to backup withholding as a result of a failure to
    report all interest or dividends, or(c) the IRS has
    notified me that I am no longer subject to backup withholding,
    and
    (3) I am a U.S. person (including a U.S. resident
    alien).Certification Instructions.  You must cross
    out item 2 above if you have been notified by the IRS that
    you are currently subject to backup withholding because you have
    failed to report all interest and dividends on your tax return.The Internal Revenue Service does not require your consent to
    any provision of this document other than the
    certifications required to avoid backup withholding.Signature ­
    ­ Date ­
    ­  14




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You must
    complete the following certificate if you wrote Applied
    For in Part 1 of this Substitute
    Form W-9.
  CERTIFICATE
    OF AWAITING TAXPAYER IDENTIFICATION NUMBER
    ­
    ­ ­
    ­
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GUIDELINES
    FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
    NUMBER ON SUBSTITUTE
    FORM W-9
  Guidelines For Determining the Proper Identification Number
    to Give the Payer i.e 000-00-0000. i.e 00-0000000.
  Give the NAME andSOCIAL SECURITYFor this type of account:

number of 1.


Individual

The individual2.


Two or more individuals (joint account)

The actual owner of the account or, if combined funds, the first
    individual on the account(1)3.


Custodian account of a minor (Uniform Gift to Minors Act)

The minor(2)4


a. The usual revocable savings trust (grantor is also
    trustee)

The grantor-trustee(1)b. So-called trust account that is not a legal or valid
    trust under State law

The actual owner(1)5.


Sole proprietorship or single-member LLC (or other disregarded
    entity) owned by an individual

The owner(3)6.


Grantor trust filing under Optional Form 1099 Filing Method
    1 (see U.S. Treasury Regulation
    section 1.671-4(b)(2)(i)(A))

The grantor*   Give the NAME andEMPLOYER IDENTIFICATIONFor this type of account:

number of 7.


Disregarded entity not owned by an individual

The owner8.


A valid trust, estate, or pension trust

Legal entity(4)9.


Corporate or LLC electing corporate status on Form 8832

The corporation10.


Association, club, religious, charitable, educational or other
    tax-exempt organization

The organization11.


Partnership or multi-member LLC

The partnership12.


A broker or registered nominee

The broker or nominee13.


Account with the Department of Agriculture in the name of a
    public entity (such as a state or local government, school
    district, or prison) that receives agricultural program payments

The public entity14.


Grantor trust filing under the Form 1041 Filing Method or the
    Optional Form 1099 Filing Method 2 (see U.S. Treasury Regulation
    section
    1.671-4(b)(2)(i)(B))

The trust  (1)
    
    List first and circle the name of
    the person whose SSN you furnish. If only one person on a joint
    account has an SSN, that persons number must be furnished.(2)
    
    Circle the minors name and
    furnish the minors SSN.(3)
    
    You must show your individual name
    and you may also enter your business or doing business
    as name. You may use either your SSN or EIN (if you have
    one). If you are a sole proprietor, the Internal Revenue Service
    encourages you to use your SSN.(4)
    
    List first and circle the name of
    the legal trust, estate or pension trust. (Do not furnish the
    Taxpayer Identification Number of the personal representative or
    trustee unless the legal entity itself is not designated in the
    account title).  Form W-9
  NOTE:
    If no name is circled when more than one name is listed, the
    number will be considered to be that of the first name listed. 16




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FORM W-9
  Purpose
    of Form
  Form W-9 Form W-9.
  How to
    Get a TIN
  Form SS-5, 1-800-772-1213. Form SS-4, Forms W-7 (1-800-829-3676)
  Form W-7, Form W-7 (1-800-829-3676) www.irs.gov
    OR Form W-9,
  CAUTION: Form W-8.
  Payees
    Exempt from Backup Withholding
    Note: Form W-9 Form W-8.
  Form 1099-MISC
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(1)
    An organization exempt from tax under section 501(a), or an
    individual retirement account (IRA), or a custodial
    account under section 403(b)(7), if the account satisfies
    the requirements of section 401(f)(2).(2)
    The United States or any of its agencies or instrumentalities.(3)
    A state, the District of Columbia, a possession of the United
    States, or any of their subdivisions or instrumentalities.(4)
    A foreign government, a political subdivision of a foreign
    government, or any of their agencies or instrumentalities.(5)
    An international organization or any of its agencies or
    instrumentalities.        (8)
    A dealer in securities or commodities registered in the United
    States, the District of Columbia, or a possession of the United
    States.(9)
    A futures commission merchant registered with the Commodity
    Futures Trading Commission.    (11)
    An entity registered at all times during the tax year under the
    Investment Company Act of 1940.          Form W-9 FILE THIS
    FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION
    NUMBER, CHECK THE EXEMPT BOX IN PART 2 ON THE
    FACE OF THE FORM IN THE SPACE PROVIDED, SIGN AND DATE THE
    FORM AND RETURN IT TO THE PAYER.
    Privacy Act Notice.
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Penalties
  Failure to Furnish TIN.
  Civil Penalty for False Information With Respect to
    Withholding.
  Criminal Penalty for Falsifying
    Information. and/or
  Misuse of TINs.
  FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE
    INTERNAL REVENUE SERVICE.
 19