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                                                                  Exhibit 4.20                              CENTERPOINT ENERGY, INC.                                                To          THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION     (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank))                                            Trustee                                      __________________                              SUPPLEMENTAL INDENTURE NO. 11                                   Dated as of August 14, 2019                                      _________________                                                                    $500,000,000 2.50% Senior Notes due 2024                       $400,000,000 2.95% Senior Notes due 2030                       $300,000,000 3.70% Senior Notes due 2049 





 






                                                                  Exhibit 4.20                                                                                                            CENTERPOINT ENERGY, INC.                        SUPPLEMENTAL INDENTURE NO. 11                         $500,000,000 2.50% Senior Notes due 2024                       $400,000,000 2.95% Senior Notes due 2030                       $300,000,000 3.70% Senior Notes due 2049             SUPPLEMENTAL  INDENTURE  No.  11,    dated  as  of  August  14,  2019,  between  CENTERPOINT ENERGY, INC., a Texas corporation (the “Company”), and THE BANK OF  NEW  YORK  MELLON  TRUST  COMPANY,       NATIONAL  ASSOCIATION  (successor  to  JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as Trustee (the  “Trustee”).                                       RECITALS           The Company has heretofore executed and delivered to the Trustee an Indenture, dated as  of  May  19,  2003  (the  “Original  Indenture”  and,  as  hereby  supplemented  and  amended,  the  “Indenture”), providing for the issuance from time to time of one or more series of the Company’s  Securities.           Pursuant  to  the  terms  of  the  Indenture,  the  Company  desires  to provide  for  the  establishment of three new series of Securities to be designated as the “2.50% Senior Notes due  2024”  (the  “2024  Notes”),  the  “2.95%  Senior  Notes  due  2030”  (the  “2030  Notes”)  and  the   “3.70% Senior Notes due 2049” (the “2049 Notes” and, together with the 2024 Notes and the 2030  Notes, the “Notes”), the form and substance of such Notes and the terms, provisions and conditions  thereof  to  be  set  forth  as  provided  in  the  Original  Indenture  and  this  Supplemental  Indenture  No. 11.           Section 301 of the Original Indenture provides that various matters with respect to any  series of Securities issued under the Indenture may be established in an indenture supplemental to  the Indenture.           Subparagraph (7) of Section 901 of the Original Indenture provides that the Company and  the Trustee may enter into an indenture supplemental to the Indenture to establish the form or  terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture.           For  and  in  consideration  of  the  premises  and  the  issuance  of  the  series  of  Securities  provided for herein, it is mutually covenanted and agreed, for the equal and proportionate benefit  of the Holders of the Securities of such series, as follows:                                             1                                          





 






                                                                  Exhibit 4.20                                                                                                                     ARTICLE I                        Relation to Indenture; Additional Definitions           Section 101 Relation to Indenture.  This Supplemental Indenture No. 11 constitutes an  integral part of the Original Indenture.          Section 102 Additional Definitions.    For  all  purposes  of  this  Supplemental  Indenture  No. 11:                Capitalized terms used herein shall have the meaning specified herein or in the        Original Indenture, as the case may be;                “2024 Notes” has the meaning set forth in the second paragraph of the Recitals        hereof;                            “2030 Notes” has the meaning set forth in the second paragraph of the Recitals        hereof;                            “2049 Notes” has the meaning set forth in the second paragraph of the Recitals        hereof;                            “2024 Notes Maturity Date” has the meaning set forth in Section 203 hereof;                            “2030 Notes Maturity Date” has the meaning set forth in Section 203 hereof;                            “2049 Notes Maturity Date” has the meaning set forth in Section 203 hereof;                            “2024 Par Call Date” has the meaning set forth in Section 301 hereof;                            “2030 Par Call Date” has the meaning set forth in Section 301 hereof;                            “2049 Par Call Date” has the meaning set forth in Section 301 hereof;                            “Affiliate” of, or a Person “affiliated” with, a specific Person means a Person that        directly, or indirectly through one or more intermediaries, controls, or is controlled by, or        is  under  common  control  with,  the  Person  specified.  For  purposes  of  this  definition,        “control” (including the terms “controlled by” and “under common control with”) means        the  possession,  direct  or  indirect,  of  the  power  to  direct  or  cause  the  direction  of  the        management and policies of a Person, whether through the ownership of voting shares, by        contract, or otherwise;                 “Business Day” means, with respect to any Note, any day other than a Saturday, a        Sunday or a day on which banking institutions in The City of New York are authorized or        required  by  law,  regulation  or  executive  order  to  close.  If  any  Interest  Payment  Date,        Stated Maturity or Redemption Date of a Note falls on a day that is not a Business Day,                                          2                                          





 






                                                                  Exhibit 4.20                                                                                         the required payment will be made on the next succeeding Business Day with the same        force and effect as if made on the relevant date that the payment was due and no interest        will accrue on such payment for the period from and after the Interest Payment Date, Stated        Maturity or Redemption Date, as the case may be, to the date of that payment on the next        succeeding  Business  Day.  The  definition  of  “Business  Day”  in  this  Supplemental        Indenture No. 11 and the provisions described in the preceding sentence shall supersede        the definition of Business Day in the Original Indenture and Section 113 of the Original        Indenture;                 “CERC  Corp.”  means  CenterPoint Energy  Resources  Corp.,  a  Delaware        corporation, and any successor thereto; provided, that at any given time, there shall not be        more than one such successor;                 “Comparable Treasury Issue” has the meaning set forth in Section 302 hereof;                            “Comparable Treasury Price” has the meaning set forth in Section 302 hereof;                 “Corporate Trust Office” means the principal office of the Trustee at which at any        particular time its corporate trust business shall be administered, which office as of the date        hereof is located at: 601 Travis Street, 16th Floor, Houston, Texas 77002, Attention: Global        Corporate Trust; telephone: (713) 483-6817; telecopy: (713) 483-7038;                            “Finance  Lease”  means  a  lease  that,  in  accordance  with  accounting  principles        generally accepted in the United States of America, would be recorded as a finance lease        on the balance sheet of the lessee, but excluding, for the avoidance of doubt, any operating        leases or any other non-finance leases;                                                                                              “Houston  Electric”  means  CenterPoint  Energy  Houston  Electric,  LLC,  a  Texas        limited liability company, and any successor thereto; provided, that at any given time, there        shall not be more than one such successor;                 The term “Indebtedness” as applied to any Person, means bonds, debentures, notes        and other instruments or arrangements representing obligations created or assumed by such        Person, in respect of:  (i) obligations for money borrowed (other than unamortized debt        discount or premium); (ii) obligations evidenced by a note or similar instrument given in        connection  with  the  acquisition  of  any  business,  properties  or assets  of  any  kind;        (iii) obligations  as  lessee  under  a  Finance  Lease;  and  (iv) any  amendments,  renewals,        extensions, modifications and refundings of any such indebtedness or obligations listed in        clause (i), (ii) or (iii) above.  All indebtedness of such type, secured by a lien upon property        owned by such Person although such Person has not assumed or become liable for the        payment  of  such  indebtedness,  shall  also  for  all  purposes  hereof  be  deemed  to  be        indebtedness of such Person.  All indebtedness for borrowed money incurred by any other        Persons which is directly guaranteed as to payment of principal by such Person shall for        all  purposes  hereof  be  deemed  to  be  indebtedness  of  any  such  Person,  but  no  other        contingent  obligation  of  such  Person  in  respect  of  indebtedness  incurred  by  any  other        Persons shall for any purpose be deemed to be indebtedness of such Person;                                           3                                          





 






                                                                     Exhibit 4.20                                                                                                     “Independent Investment Banker” has the meaning set forth in Section 302 hereof;                   “Interest Payment Date” has the meaning set forth in Section 204(a) hereof;                   “Issue Date” has the meaning set forth in Section 204(a) hereof;                   “Maturity Date” has the meaning set forth in Section 203 hereof;                   “Notes” has the meaning set forth in the second paragraph of the Recitals hereof;                  “Original Indenture” has the meaning set forth in the first paragraph of the Recitals         hereof;                              “Par Call Date” has the meaning set forth in Section 301 hereof;                              “Reference Treasury Dealer” has the meaning set forth in Section 302 hereof;                              “Reference Treasury Dealer Quotations” has the meaning set forth in Section 302         hereof;                   “Regular Record Date” has the meaning set forth in Section 204(a) hereof;                   “Remaining Term” has the meaning set forth in Section 302 hereof;                              “Treasury Rate” has the meaning set forth in Section 302 hereof;                               All references herein to Articles and Sections, unless otherwise specified, refer to         the corresponding Articles and Sections of this Supplemental Indenture No. 11; and                   The terms “herein,” “hereof,” “hereunder” and other words of similar import refer         to this Supplemental Indenture No. 11.                                        ARTICLE II                                  The Series of Securities           Section 201 Title of the Securities.    The 2024 Notes shall be designated as the “2.50%  Senior Notes due 2024”, the 2030 Notes shall be designated as the “2.95% Senior Notes due 2030”  and the 2049 Notes shall be designated as the “3.70% Senior Notes due 2049.”          Section 202 Limitation on Aggregate Principal Amount.  The Trustee shall authenticate  and deliver (i) the 2024 Notes for original issue on the Issue Date in the aggregate principal amount  of $500,000,000, (ii) the 2030 Notes for original issue on the Issue Date in the aggregate principal  amount  of  $400,000,000  and  (iii)  the  2049  Notes  for  original  issue  on  the  Issue  Date  in  the  aggregate principal amount of $300,000,000, upon a Company Order for the authentication and                                           4                                           





 






                                                                  Exhibit 4.20                                                                                   delivery thereof and satisfaction of Sections 301 and 303 of the Original Indenture.  Such order  shall specify the amount of the Notes to be authenticated, the date on which the original issue of  Notes is to be authenticated and the name or names of the initial Holder or Holders.  The aggregate  principal amount of 2024 Notes, 2030 Notes and 2049 Notes that may initially be outstanding shall  not exceed $500,000,000, $400,000,000 and $300,000,000, respectively; provided, however, that  the authorized aggregate principal amount of any series of the Notes may be increased above such  amount by a Board Resolution to such effect.           Section 203 Stated Maturity.  The Stated Maturity of the 2024 Notes shall be September  1, 2024 (the “2024 Notes Maturity Date”), the Stated Maturity of the 2030 Notes shall be March  1, 2030 (the “2030 Notes Maturity Date”) and the Stated Maturity of the 2049 Notes shall be  September 1, 2049 (the “2049 Notes Maturity Date”; each of the 2024 Notes Maturity Date, the  2030 Notes Maturity Date and the 2049 Notes Maturity Date, a “Maturity Date”).           Section 204 Interest and Interest Rates.         (a)    The 2024 Notes shall bear interest at a rate of 2.50% per year, from and including  August 14, 2019 (the “Issue Date”) to, but excluding, the 2024 Notes Maturity Date.   The 2030  Notes shall bear interest at a rate of 2.95% per year, from and including the Issue Date to, but  excluding, the 2030 Notes Maturity Date.   The 2049 Notes shall bear interest at a rate of 3.70%  per year, from and including the Issue Date to, but excluding, the 2049 Notes Maturity Date.   Such interest shall be payable semiannually in arrears on March 1 and September 1 of each year  (each an “Interest Payment Date”), beginning March 1, 2020, to the persons in whose names the  Notes (or one or more Predecessor Securities) are registered at the close of business on February  15 and August 15 (each a “Regular Record Date”) (whether or not a Business Day), as the case  may be, immediately preceding such Interest Payment Date.           (b)   Any such interest not so punctually paid or duly provided for shall forthwith cease  to be payable to the Holder on such Regular Record Date and shall either (i) be paid to the Person  in whose name such Note (or one or more Predecessor Securities) is registered at the close of  business on the Special Record Date for the payment of such Defaulted Interest to be fixed by the  Trustee, notice whereof shall be given to Holders of the Notes of such series not less than 10 days  prior to such Special Record Date, or (ii) be paid at any time in any other lawful manner not  inconsistent with the requirements of any securities exchange or automated quotation system on  which the Notes of such series may be listed or traded, and upon such notice as may be required  by such exchange or automated quotation system, all as more fully provided in the Indenture.           (c)   The amount of interest payable for any period shall be computed on the basis of a  360-day year of twelve 30-day months. The amount of interest payable for any partial period shall  be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any  partial month. In the event that any date on which interest is payable on a Note is not a Business  Day, then a payment of the interest payable on such date will be made on the next succeeding day  which is a Business Day (and without any interest or other payment in respect of any such delay)  with the same force and effect as if made on the date the payment was originally payable.                                             5                                          





 






                                                                     Exhibit 4.20                                                                                           (d)   Any  principal  and  premium,  if  any,  and  any  installment  of  interest,  which  is   overdue shall bear interest at the rate of 2.50% per annum (to the extent permitted by law), in the   case of the 2024 Notes, 2.95% per annum (to the extent permitted by law), in the case of the 2030   Notes, or 3.70% per annum (to the extent permitted by law), in the case of the 2049 Notes, in each   case from the dates such amounts are due until they are paid or made available for payment, and   such interest shall be payable on demand.                                                                                          Section 205 Paying Agent; Place of Payment.  The  Trustee  shall  initially  serve  as  the   Paying Agent for the Notes.  The Company may appoint and change any Paying Agent or approve   a change in the office through which any Paying Agent acts without notice, other than notice to   the Trustee.  The Company or any of its Subsidiaries or any of their Affiliates may act as Paying   Agent.  The Place of Payment where the Notes may be presented or surrendered for payment shall   be the Corporate Trust Office of the Trustee.  At the option of the Company, payment of interest   may be made (i) by check mailed to the address of the Person entitled thereto as such address shall   appear in the Security Register or (ii) by wire transfer in immediately available funds at such place   and to such account as may be designated in writing by the Person entitled thereto as specified in   the Security Register.             Section 206 Place of Registration or Exchange; Notices and Demands With Respect to   the Notes.  The place where the Holders of the Notes may present the Notes for registration of   transfer or exchange and may make notices and demands to or upon the Company in respect of the   Notes shall be the Corporate Trust Office of the Trustee.             Section 207 Percentage of Principal Amount.  The 2024 Notes, the 2030 Notes and the   2049 Notes shall be initially issued at 99.830%, 99.603% and 99.155% of their principal amount,  respectively, plus accrued interest, if any, from the Issue Date.           Section 208 Global Securities.   The Notes of each series shall be issuable in whole or in   part in the form of one or more Global Securities.  Such Global Securities shall be deposited with,   or  on  behalf  of,  The  Depository  Trust  Company,  New  York,  New  York,  which  shall  act  as   Depositary with respect to the Notes.  Such Global Securities shall bear the legends set forth in the   form of Security attached as Exhibit A, Exhibit B and Exhibit C hereto, as applicable.             Section 209 Form of Securities.  The  2024  Notes  shall  be  substantially  in  the  form  attached as Exhibit A hereto, the 2030 Notes shall be substantially in the form attached as Exhibit   B hereto and the 2049 Notes shall be substantially in the form attached as Exhibit C hereto.             Section 210 Securities Registrar.  The  Trustee  shall  initially  serve  as  the  Security   Registrar for the Notes.             Section 211 Sinking Fund Obligations.  The Company shall have no obligation to redeem   or  purchase  any  Notes  pursuant  to  any  sinking  fund  or  analogous  requirement  or  upon  the   happening of a specified event or at the option of a Holder thereof.             Section 212 Defeasance and Discharge; Covenant Defeasance                                               6                                           





 






                                                                     Exhibit 4.20                                                                                           (a)  Article  Fourteen  of  the  Original  Indenture,  including  without  limitation   Sections 1402 and 1403 thereof (as modified by Section 212(b) hereof), shall apply to Notes of  each series.           (b)    Solely  with  respect  to  Notes  of  each  series  issued  hereby, the  first  sentence  of  Section 1403  of  the  Original  Indenture  is  hereby  deleted  in  its  entirety,  and  the  following  is  substituted in lieu thereof:             “Upon the Company’s exercise of its option (if any) to have this Section 1403 applied           to any Securities or any series of Securities, as the case may be, (1) the Company shall           be released from its obligations under Article Eight and under any covenants provided           pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such           Securities  and  (2) the  occurrence  of  any  event  specified  in  Sections 501(4)  (with           respect  to  Article Eight  and  to  any  such  covenants  provided  pursuant  to           Section 301(20), 901(2) or 901(7)) and 501(7) shall be deemed not to be or result in an           Event of Default, in each case with respect to such Securities as provided in this Section           1403  on  and  after  the  date  the  conditions  set  forth  in  Section 1404  are  satisfied           (hereinafter called “Covenant Defeasance”).”                                               ARTICLE III                              Optional Redemption of the Notes           Section 301 Redemption Price.  The  Notes  of  each  series  shall  be  redeemable,  at  the  option of the Company, at any time and from time to time, in whole or in part, (1) in the case of  the 2024 Notes, on any date prior to August 1, 2024 (the “2024 Par Call Date”), (2) in the case of   the 2030 Notes, on any date prior to December 1, 2029 (the “2030 Par Call Date”) and (3) in the   case of the 2049 Notes, on any date prior to March 1, 2049 (the “2049 Par Call Date”; each of the   2024 Par Call Date, the 2030 Par Call Date and the 2049 Par Call Date, a “Par Call Date”) at a   price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the   sum of the present values of the remaining scheduled payments of principal and interest on the   Notes to be redeemed that would be due if the Notes of such series matured in the case of the 2024   Notes, the 2030 Notes and the 2049 Notes, on the applicable Par Call Date, in each case, but for   the redemption (not including any portion of such payments of interest accrued to the Redemption   Date)  discounted  to  the  Redemption  Date  on  a  semiannual  basis  (assuming  a  360-day  year   consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points for the   2024 Notes, 25 basis points for the 2030 Notes and 25 basis points for the 2049 Notes plus, in each   case, accrued and unpaid interest on the principal amount being redeemed, if any, to, but excluding,   the Redemption Date.   On or after the 2024 Par Call Date, the 2030 Par Call Date or the 2049 Par   Call Date, as applicable, the Company may redeem the 2024 Notes, the 2030 Notes or the 2049   Notes, as the case may be, at any time or from time to time, in whole or in part, by paying 100%   of  the  principal  amount  of  the  Notes  to  be  redeemed  plus  accrued  and  unpaid  interest  on  the   principal amount being redeemed, if any, to, but excluding, the Redemption Date.   The Trustee   shall have no responsibility for the calculation of such amount.                                               7                                           





 






                                                                     Exhibit 4.20                                                                                           Section 302 Calculation. The  Treasury  Rate  will  be  calculated  by  the  Independent   Investment Banker on the third Business Day preceding the Redemption Date. For purposes of this   Article III, the following terms shall mean as follows:                    “Treasury Rate” means, with respect to any Redemption Date, the yield calculated on the   third business day preceding the redemption date, as follows: for the latest day that appears in the   most recent statistical release published by the Board of Governors of the Federal Reserve System   designated as “Selected Interest Rates (Daily) - H.15” (or any successor publication) under the   caption “Treasury Constant Maturities - Nominal”, the independent investment banker shall select   two yields – one for the maturity immediately before and one for the maturity immediately after   the remaining maturity of the Notes to be redeemed (assuming the Notes matured on the applicable   Par Call Date) – and shall interpolate on a straight-line basis using such yields; if there is no such  maturity either before or after, the independent investment banker shall select the maturity closest  to the applicable Par Call Date that appears on the release; or if such release (or any successor  release) is not published during the week preceding the calculation date or does not contain such  yields, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable  Comparable Treasury Issue, calculated by the Independent Investment Banker using a price for  the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the  Comparable Treasury Price for such Redemption Date.                  “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent   Investment Banker as having an actual or interpolated maturity comparable to the remaining term   (“Remaining  Term”)  of  the  Notes  to  be  redeemed  (assuming  for  this  purpose  that  the  Notes   matured on the applicable Par Call Date) that would be utilized, at the time of selection and in   accordance with customary financial practice, in pricing new issues of corporate debt securities of   comparable maturity to the Remaining Term of such Notes.                  “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer   Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury  Dealer  Quotations,  or  (2) if  the  Independent  Investment  Banker obtains  fewer  than  five  such   Reference Treasury Dealer Quotations, the average of all such quotations.                  “Independent Investment Banker” means one of BofA Securities, Inc., Goldman Sachs &   Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or Wells Fargo Securities,   LLC,  as  specified  by  the  Company,  or,  if  these  firms  are  unwilling  or  unable  to  select  the   Comparable Treasury Issue, an independent investment banking institution of national standing   selected by the Company.                  “Reference Treasury Dealer” means each of (1) BofA Securities, Inc., Goldman Sachs &   Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities,   LLC and their respective affiliates or successors, each of which is a primary U.S. government   securities  dealer  in  the  United  States  of  America  (a  “Primary  Treasury  Dealer”), provided,   however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company   shall  substitute  therefor  another  Primary  Treasury  Dealer  and  (2)  any  other  Primary  Treasury   Dealer selected by the Company after consultation with the Independent Investment Banker.                                                    8                                           





 






                                                                     Exhibit 4.20                                                                                           “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury   Dealer  and  any  Redemption  Date,  the  average,  as  determined  by  the  Independent  Investment   Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as   a percentage of its principal amount) quoted in writing to the Independent Investment Banker at  5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.           Section 303   Partial Redemption.  If fewer than all of the Notes of a series are to be  redeemed  by  the  Company  pursuant  to  this  Article  III,  not  more than  60  days  prior  to  the  Redemption Date, the particular Notes or portions thereof for redemption will be selected from the  outstanding Notes of such series not previously called by such method as the Trustee deems fair  and appropriate. The Trustee may select for redemption Notes of such series and portions of Notes  of  such  series  in  minimum  amounts  of  $2,000  or  whole  multiples of  $1,000.  A  new  Note  in  principal amount equal to the unredeemed portion of the original Note shall be issued upon the  cancellation of the original Note. In the case of a partial redemption of Notes of a series registered  in  the  name  of  Cede  &  Co.,  the  Notes  of  such  series  to  be  redeemed  will  be  determined  in  accordance with the procedures of The Depository Trust Company.           Section 304   Notice of Optional Redemption.  The Trustee, at the written direction of the  Company, will send a notice of redemption prepared by the Company to each holder of Notes of  the  series  to  be  redeemed  by  first-class  mail  (or  in  accordance  with  the  procedures  of  The  Depository Trust Company with respect to Notes registered in the name of Cede & Co.) at least  15 and not more than 60 days prior to the date fixed for redemption. Unless the Company defaults  on payment of the redemption price, interest will cease to accrue on the Notes or portions thereof  called for redemption on the Redemption Date. If any Note is to be redeemed in part only, the  notice of redemption shall state the portion of the principal amount to be redeemed.                                        ARTICLE IV                                        Remedies           Section 401 Additional Events of Default; Acceleration of Maturity          (a)    Solely with respect to the Notes of each series issued hereby, Section 501(5) of the  Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof  as an Event of Default in addition to the other events set forth in Section 501 of the Original  Indenture:                      “(5)   the  entry  by  a  court having  jurisdiction  in  the              premises of (A) a decree or order for relief in respect of the              Company, CERC Corp. or Houston Electric in an involuntary case              or  proceeding  under  any  applicable  federal  or  state  bankruptcy,              insolvency, reorganization or other similar law or (B) a decree or              order  adjudging  the  Company,  CERC  Corp.  or  Houston  Electric,              bankrupt  or  insolvent,  or  approving  as  properly  filed  a  petition              seeking reorganization, arrangement, adjustment or composition of              or  in  respect  of  the  Company,  CERC  Corp.  or  Houston  Electric,                                           9                                           





 






                                                                     Exhibit 4.20                                                                                                 under any applicable federal or state law, or appointing a custodian,               receiver, liquidator, assignee, trustee, sequestrator or other similar              official of the Company, CERC Corp. or Houston Electric or of any               substantial part of its respective property, or ordering the winding              up or liquidation of its respective affairs, and the continuance of any               such  decree  or  order  for  relief  or  any  such  other  decree  or  order               unstayed and in effect for a period of 90 consecutive days; provided               that  any  specified  event  in  (A)  or  (B)  involving  CERC  Corp.  or              Houston Electric shall not constitute an Event of Default if, at the              time such event occurs, CERC Corp. or Houston Electric, as the case              may be, shall no longer be an Affiliate of the Company; or”           (b)    Solely with respect to the Notes of each series issued hereby, Section 501(6) of the  Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof  as an Event of Default in addition to the other events set forth in Section 501 of the Original  Indenture:                       “(6)   the commencement by the Company, CERC Corp. or              Houston  Electric  of  a  voluntary  case  or  proceeding  under  any              applicable federal or state bankruptcy, insolvency, reorganization or              other  similar  law  or  of  any  other  case  or  proceeding  to  be              adjudicated a bankrupt or insolvent, or the consent by any of them              to the entry of a decree or order for relief in respect of the Company,              CERC  Corp.  or  Houston  Electric  in  an  involuntary  case  or              proceeding  under  any  applicable  federal  or  state  bankruptcy,              insolvency,  reorganization  or  other  similar  law  or  to  the              commencement of any bankruptcy or insolvency case or proceeding              against any of them, or the filing by any of them of a petition or              answer  or  consent  seeking  reorganization  or  relief  under  any              applicable federal or state law, or the consent by any of them to the              filing of such petition or to the appointment of or taking possession              by a custodian, receiver, liquidator, assignee, trustee, sequestrator or              other  similar  official  of  the  Company,  CERC  Corp.  or  Houston              Electric or of any substantial part of its respective property, or the              making by any of them of an assignment of a substantial part of its              respective property for the benefit of creditors, or the admission by              any of them in writing of the inability of any of the Company, CERC              Corp. or Houston Electric to pay its respective debts generally as              they become due, or the taking of corporate action by the Company,              CERC Corp. or Houston Electric in furtherance of any such action;              provided that any such specified event involving CERC Corp. or              Houston Electric shall not constitute an Event of Default if, at the              time such event occurs, CERC Corp. or Houston Electric, as the case              may be, shall no longer be an Affiliate of the Company; or”                                              10                                           





 






                                                                  Exhibit 4.20                                                                                         (c)   Solely  with  respect  to  the  Notes  of  each  series  issued  hereby,  and  pursuant  to  Section 501(7) of the Original Indenture, Section 501(7) of the Original Indenture is hereby deleted  in its entirety, and the following is substituted in lieu thereof, as an “Event of Default” in addition  to the other events set forth in Section 501 of the Original Indenture:                       “(7)  The default by the Company in a scheduled payment              at  maturity,  upon  redemption  or  otherwise,  in  the  aggregate              principal amount of $125 million or more, after the expiration of any              applicable grace period, of any Indebtedness or the acceleration of              any  Indebtedness  of  the  Company  in  such  aggregate  principal              amount so that it becomes due and payable prior to the date on which              it would otherwise have become due and payable and such payment              default is not cured or such acceleration is not rescinded within 30              days after notice to the Company in accordance with the terms of              the Indebtedness.”           Section 402   Amendment of Certain Provisions.  Solely with respect to the Notes of each  series issued hereby, references to “25%” in Article Five of the Indenture are hereby deleted in  their entirety and “33%” is substituted in lieu thereof.                                                                             ARTICLE V                                Miscellaneous Provisions          Section 501  The  Indenture,  as  supplemented  and  amended  by  this Supplemental  Indenture No. 11, is in all respects hereby adopted, ratified and confirmed.          Section 502  This  Supplemental  Indenture  No.  11  may  be  executed in  any  number  of  counterparts, each of which shall be an original, but such counterparts shall together constitute but  one and the same instrument.          Section 503  THIS  SUPPLEMENTAL  INDENTURE  NO.  11  AND  EACH  NOTE  SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE  OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS  OF LAWS PRINCIPLES THEREOF.           Section 504  If any provision in this Supplemental Indenture No. 11 limits, qualifies or  conflicts with another provision hereof which is required to be included herein by any provisions  of the Trust Indenture Act, such required provision shall control.                Section 505  In case any provision in this Supplemental Indenture No. 11 or the Notes  shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining  provisions shall not in any way be affected or impaired thereby.                                                11                                          





 






                                                                  Exhibit 4.20                                                                                         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No.  11 to be duly executed, as of the day and year first written above.                                                                              CENTERPOINT ENERGY, INC.                                          By:  /s/ Xia Liu                                              Xia Liu                                         Executive Vice President and                                         Chief Financial Officer  Attest:    /s/ Vincent A. Mercaldi      Vincent A. Mercaldi  Corporate Secretary        (SEAL)                                            THE  BANK  OF  NEW  YORK  MELLON  TRUST                                      COMPANY, NATIONAL ASSOCIATION,                                      As Trustee                                          By:  /s/ Karen Yu                                              Name: Karen Yu                                         Title: Vice President                                                12                                          





 






                                                                     Exhibit 4.20                                                                                                                        Exhibit A                              [FORM OF FACE OF SECURITY]      [IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL   SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED   TO  AND  IS  REGISTERED  IN  THE  NAME  OF  A  DEPOSITARY  OR  A  NOMINEE  OF  A   DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN   THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY   IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT  BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF  THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY  OR ANOTHER NOMINEE OF THE DEPOSITARY.     [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF  THE  DEPOSITORY  TRUST  COMPANY  IT  SHALL  BEAR  THE  FOLLOWING  LEGEND.]  UNLESS  THIS  CERTIFICATE  IS  PRESENTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,  A  NEW  YORK  CORPORATION  (“DTC”),  TO  CENTERPOINT  ENERGY,  INC.  OR  ITS  AGENT  FOR  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS  IS  REQUESTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  DTC  (AND  ANY  PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR   OTHER  USE  HEREOF  FOR  VALUE  OR  OTHERWISE  BY  OR  TO  ANY  PERSON  IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS  AN INTEREST HEREIN.                             CENTERPOINT ENERGY, INC.                              2.50% Senior Notes due 2024     Original  Interest  Accrual  Date:  August  14, Redeemable: Yes [X] No [   ]   2019                                  Redemption Date: At any time.   Stated Maturity: September 1, 2024    Redemption  Price:  1)  On  any  date  prior  to   Interest Rate: 2.50%                  August 1, 2024 (the “Par Call Date”) at a price   Interest  Payment  Dates:  March  1  and equal to the greater of (i) 100% of the principal   September 1                           amount of this Security or the portion hereof to   Initial Interest Payment Date: March 1, 2020 be redeemed or (ii) the sum of the present values   Regular  Record  Dates:  February  15  and of  the  remaining  scheduled  payments  of   August  15  immediately  preceding  the principal  and  interest  on  this  Security,  or  the   respective Interest Payment Date      portion  thereof  to  be  redeemed,  that  would  be                                         due if this Security matured on the Par Call Date                                         but for the redemption (not including any portion                                         of  such  payments  of  interest  accrued  to  the                                         Redemption Date) discounted to the Redemption                                         Date  on  a  semiannual  basis  at  the  applicable                                                                                       





 






                                                                     Exhibit 4.20                                                                                                                           Treasury Rate plus 20 basis points; plus, in each                                         case, accrued and unpaid interest on the principal                                         amount  being  redeemed  to,  but  excluding,  the                                         Redemption Date; or 2) on or after the Par Call                                         Date, at a price equal to 100% of the principal                                         amount of this Security or the portion thereof to                                         be redeemed plus accrued and unpaid interest on                                         the  principal  amount  being  redeemed  to,  but                                         excluding, the Redemption Date.                                                             This Security is not an Original Issue Discount Security                    within the meaning of the within-mentioned Indenture.                           _____________________________         Principal Amount                                              Registered No. T-1   $                              *                            CUSIP 15189T AW7    CENTERPOINT ENERGY, INC., a corporation duly organized and existing under the laws of the  State of Texas (herein called the “Company,” which term includes any successor Person under the  Indenture referred to below), for value received, hereby promises to pay to                                   ***CEDE & Co.***                                           ,    or    its    registered  assigns,   the   principal   sum     of                       DOLLARS on the Stated Maturity specified above, and to pay interest thereon from the Original  Interest Accrual Date specified above or from the most recent Interest Payment Date to which  interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates  specified above in each year, commencing on March 1, 2020, and at Maturity, at the Interest Rate  per  annum  specified  above,  until  the  principal  hereof  is  paid  or  made  available  for  payment,  provided that any principal and premium, and any such installment of interest, which is overdue  shall bear interest at the rate of 2.50% per annum (to the extent permitted by applicable law), from  the dates such amounts are due until they are paid or made available for payment, and such interest  shall be payable on demand.  The amount of interest payable for any period shall be computed on  the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any  partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the  days elapsed in any partial month. In the event that any date on which interest is payable on this  Security is not a Business Day, then a payment of the interest payable on such date will be made  on the next succeeding day which is a Business Day (and without any interest or other payment in  respect of any such delay) with the same force and effect as if made on the date the payment was  originally payable. A “Business Day” shall mean any day other than a Saturday, a Sunday or a day  on  which  banking  institutions  in  The  City  of  New  York  are  authorized  or  required  by  law,                                                                  *Reference is made to Schedule A attached hereto with respect to decreases and increases in the aggregate principal   amount of Securities evidenced hereby.                                            A-2    





 






                                                                     Exhibit 4.20                                                                                     regulation  or  executive  order  to  close.  The  interest  so  payable,  and  punctually  paid  or  duly  provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the   Person in whose name this Security (or one or more Predecessor Securities) is registered at the   close of business on the Regular Record Date for such interest, which shall be February 15 and   August 15 (whether or not a Business Day), as the case may be, next preceding such Interest   Payment Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease   to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in   whose name this Security (or one or more Predecessor Securities) is registered at the close of   business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the   Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days  prior  to  such  Special  Record  Date,  or  be  paid  at  any  time  in  any  other  lawful  manner  not  inconsistent with the requirements of any securities exchange or automated quotation system on  which the Securities of this series may be listed or traded, and upon such notice as may be required  by such exchange or automated quotation system, all as more fully provided in said Indenture.           Payment of the principal of (and premium, if any) and any such interest on this Security  will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United  States of America as at the time of payment is legal tender for payment of public and private debts;  provided, however, that at the option of the Company payment of interest may be made (i) by  check  mailed  to  the  address  of  the  Person  entitled  thereto as  such  address  shall  appear  in  the  Security Register or (ii) by wire transfer in immediately available funds at such place and to such  account as may be designated in writing by the Person entitled thereto as specified in the Security  Register.           Reference is hereby made to the further provisions of this Security set forth on the reverse  hereof, which further provisions shall for all purposes have the same effect as if set forth at this  place.           Unless the certificate of authentication hereon has been executed by the Trustee referred to  on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under  the Indenture or be valid or obligatory for any purpose.                                               A-3    





 






                                                                  Exhibit 4.20                                                                                               IN WITNESS WHEREOF, the Company has caused this instrument to be duly  executed.      Dated: August __, 2019     CENTERPOINT ENERGY, INC.                                                By:                                                 Name: Xia Liu                                             Title: Executive Vice President and                                                   Chief Financial Officer   (SEAL)      Attest:                                       Name: Vincent A. Mercaldi  Title: Corporate Secretary                             CERTIFICATE OF AUTHENTICATION                            This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.                                                          THE BANK OF NEW YORK MELLON                                            TRUST COMPANY, NATIONAL                                            ASSOCIATION                                            As Trustee    Dated: August __, 2019                                            By:                                                       Authorized Signatory                                              A-4   





 






                                                                  Exhibit 4.20                                                                                                                   SCHEDULE A                                                  The initial aggregate principal amount of Securities evidenced by the Certificate to which  this Schedule is attached is $                                 .   The notations on the following table evidence  decreases  and  increases  in  the  aggregate  principal  amount  of  Securities  evidenced  by  such  Certificate.                                                                                                                                 Aggregate Principal                                                        Amount of Securities                 Decrease in Aggregate   Increase in Aggregate   Remaining After   Notation by   Date of    Principal Amount of    Principal Amount of    Such Decrease or    Security  Adjustment      Securities         Securities         Increase       Registrar                                                                                                                            A-5   





 






                                                                     Exhibit 4.20                                                                                                         [FORM OF REVERSE SIDE OF SECURITY]                               CENTERPOINT ENERGY, INC.                                  2.50% NOTES DUE 2024            This Security is one of a duly authorized issue of securities of the Company (herein called  the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of  May 19, 2003 (herein called the “ Indenture,” which term shall have the meaning assigned to it in  such instrument), between the Company and The Bank of New York Mellon Trust Company,  National  Association  (successor to  JPMorgan  Chase  Bank,  National  Association  (formerly  JPMorgan  Chase  Bank)),  as  Trustee  (herein  called  the  “Trustee,”  which  term  includes  any  successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto  reference is hereby made for a statement of the respective rights, limitations of rights, duties and  immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the  terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is  one of the series designated on the face hereof, initially limited in aggregate principal amount to  $500,000,000; provided, however, that the authorized aggregate principal amount of the Securities   may be increased above such amount by a Board Resolution to such effect.            This Security shall be redeemable, at the option of the Company, at any time or from time   to time, in whole or in part, on any date prior to August 1, 2024 (the “Par Call Date”) at a price   equal to the greater of (i) 100% of the principal amount of this Security (or the portion hereof to   be redeemed) or (ii) the sum of the present values of the remaining scheduled payments of principal   and interest on the Securities to be redeemed that would be due if this Security (or the portion   hereof to be redeemed) matured on the Par Call Date but for the redemption (not including any   portion  of  such  payments  of  interest  accrued  to  the  Redemption Date)  discounted  to  the   Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day   months) at the applicable Treasury Rate plus 20 basis points plus, in each case, accrued and unpaid   interest on the principal amount being redeemed, if any, to, but excluding, the Redemption Date.   On or after the Par Call Date, the Company may redeem this Security, at any time or from time to   time, in whole or in part, by paying 100% of the principal amount of this Security (or such portion   to be redeemed) plus accrued and unpaid interest on the principal amount being redeemed, if any,   to, but excluding, the Redemption Date. The Trustee shall have no responsibility for the calculation   of such amount.                   The Treasury Rate will be calculated by the Independent Investment Banker on the third   Business Day preceding the Redemption Date. For purposes of calculating the Redemption Price,   the following terms shall mean as follows:              “Treasury Rate” means, with respect to any Redemption Date, the yield calculated on the   third business day preceding the redemption date, as follows: for the latest day that appears in the   most recent statistical release published by the Board of Governors of the Federal Reserve System   designated as “Selected Interest Rates (Daily) - H.15” (or any successor publication) under the   caption “Treasury Constant Maturities - Nominal”, the independent investment banker shall select   two yields – one for the maturity immediately before and one for the maturity immediately after                                         A-6    





 






                                                                  Exhibit 4.20                                                                                   the remaining maturity of this Security (assuming this Security matured on the Par Call Date) –  and shall interpolate on a straight-line basis using such yields; if there is no such maturity either  before or after, the independent investment banker shall select the maturity closest to the Par Call  Date that appears on the release; or if such release (or any successor release) is not published  during the week preceding the calculation date or does not contain such yields, the rate per annum  equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated  by the Independent Investment Banker using a price for the Comparable Treasury Issue (expressed  as  a  percentage  of  its  principal  amount)  equal  to  the  Comparable  Treasury  Price  for  such  Redemption Date.                   “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent  Investment Banker as having an actual or interpolated maturity comparable to the remaining term  (“Remaining Term”) of this Security to be redeemed (assuming for this purpose that the Securities  matured on the Par Call Date) that would be utilized, at the time of selection and in accordance  with customary financial practice, in pricing new issues of corporate debt securities of comparable  maturity to the Remaining Term of this Security.                 “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer  Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury  Dealer  Quotations,  or  (2) if  the  Independent  Investment  Banker obtains  fewer  than  five  such  Reference Treasury Dealer Quotations, the average of all such quotations.                “Independent Investment Banker” means one of BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or Wells Fargo Securities,  LLC,  as  specified  by  the  Company,  or  if  these  firms  are  unwilling  or  unable  to  select  the  Comparable Treasury Issue, an independent investment banking institution of national standing  selected by the Company.                “Reference Treasury Dealer” means each of (1) BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities,  LLC and their respective affiliates or successors, each of which is a primary U.S. government  securities  dealer  in  the  United  States  of  America  (a  “Primary  Treasury  Dealer”), provided,  however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company  shall  substitute  therefor  another  Primary  Treasury  Dealer  and  (2)  any  other  Primary  Treasury  Dealer selected by the Company after consultation with the Independent Investment Banker.                 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury  Dealer  and  any  Redemption  Date,  the  average,  as  determined  by  the  Independent  Investment  Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as  a percentage of its principal amount) quoted in writing to the Independent Investment Banker at  5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.           In the event of redemption of this Security in part only, a new Security or Securities of this  series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder  hereof upon the cancellation hereof.                                           A-7   





 






                                                                  Exhibit 4.20                                                                                         The Securities of this series are not entitled to the benefit of any sinking fund.           The Indenture contains provisions for satisfaction and discharge of the entire indebtedness  of this Security upon compliance by the Company with certain conditions set forth in the Indenture.           The Indenture contains provisions for defeasance at any time of the entire indebtedness of  this Security or certain restrictive covenants and Events of Default with respect to this Security, in  each case upon compliance with certain conditions set forth in the Indenture.           If an Event of Default with respect to Securities of this series shall occur and be continuing,  the principal of the Securities of this series may be declared due and payable in the manner and  with the effect provided in the Indenture.           The Indenture permits, with certain exceptions as therein provided, the amendment thereof  and the modification of the rights and obligations of the Company and the rights of the Holders of  the Securities of each series to be affected under the Indenture at any time by the Company and  the Trustee with the consent of the Holders of a majority in principal amount of the Securities at  the  time  Outstanding  of  each  series  to  be  affected.  The  Indenture  also  contains  provisions  permitting the Holders of specified percentages in principal amount of the Securities of each series  at  the  time  Outstanding,  on  behalf  of  the  Holders  of  all  Securities  of  such  series,  to  waive  compliance by the Company with certain provisions of the Indenture and certain past defaults  under the Indenture and their consequences.  Any such consent or waiver by the Holder of this  Security shall be conclusive and binding upon such Holder and upon all future Holders of this  Security and of any Security issued upon the registration of transfer hereof or in exchange herefor  or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.                As provided in and subject to the provisions of the Indenture, the Holder of this Security  shall  not  have  the  right  to  institute  any  proceeding  with  respect  to  the  Indenture  or  for  the  appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall  have previously given the Trustee written notice of a continuing Event of Default with respect to  the Securities of this series, the Holders of not less than 33% in principal amount of the Securities  of this series at the time Outstanding shall have made written request to the Trustee to institute  proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable  indemnity, and the Trustee shall not have received from the Holders of a majority in principal  amount  of  Securities  of  this  series  at  the  time  Outstanding  a  direction  inconsistent  with  such  request, and shall have failed to institute any such proceeding, for 60 days after receipt of such  notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the  Holder of this Security for the enforcement of any payment of principal hereof or any premium or  interest hereon on or after the respective due dates expressed herein.           No reference herein to the Indenture and no provision of this Security or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  the principal of and any premium and interest on this Security at the times, place and rate, and in  the coin or currency, herein prescribed.                                            A-8   





 






                                                                  Exhibit 4.20                                                                                         As provided in the Indenture and subject to certain limitations therein set forth, the transfer  of  this  Security  is  registrable  in  the  Security  Register,  upon surrender  of  this  Security  for  registration of transfer at the office or agency of the Company in any place where the principal of  and any premium and interest on this Security are payable, duly endorsed by, or accompanied by  a written instrument of transfer in form satisfactory to the Company and the Security Registrar  duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one  or more new Securities of this series and of like tenor, of authorized denominations and for the  same aggregate principal amount, will be issued to the designated transferee or transferees.  No  service charge shall be made for any such registration of transfer or exchange, but the Company  may require payment of a sum sufficient to cover any tax or other governmental charge payable in  connection therewith.           Prior to due presentment of this Security for registration of transfer, the Company, the  Trustee and any agent of the Company or the Trustee may treat the Person in whose name this  Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,  and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.           The  Securities  of  this  series  are  issuable  only  in  registered  form  without  coupons  in  denominations of $2,000 and integral multiples of $1,000 in excess thereof.  As provided in the  Indenture  and  subject  to  certain  limitations  therein  set  forth,  Securities  of  this  series  are  exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of  a different authorized denomination, as requested by the Holder surrendering the same.          All terms used in this Security which are defined in the Indenture shall have the meanings  assigned to them in the Indenture.           THE  INDENTURE  AND  THIS  SECURITY  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.                                                A-9   





 






                                                                  Exhibit 4.20                                       Exhibit B                              [FORM OF FACE OF SECURITY]      [IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL   SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED   TO  AND  IS  REGISTERED  IN  THE  NAME  OF  A  DEPOSITARY  OR  A  NOMINEE  OF  A   DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN   THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY   IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT  BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF  THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY  OR ANOTHER NOMINEE OF THE DEPOSITARY.     [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF  THE  DEPOSITORY  TRUST  COMPANY  IT  SHALL  BEAR  THE  FOLLOWING  LEGEND.]  UNLESS  THIS  CERTIFICATE  IS  PRESENTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,  A  NEW  YORK  CORPORATION  (“DTC”),  TO  CENTERPOINT  ENERGY,  INC.  OR  ITS  AGENT  FOR  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS  IS  REQUESTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  DTC  (AND  ANY  PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR   OTHER  USE  HEREOF  FOR  VALUE  OR  OTHERWISE  BY  OR  TO  ANY  PERSON  IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS  AN INTEREST HEREIN.                             CENTERPOINT ENERGY, INC.                              2.95% Senior Notes due 2030     Original  Interest  Accrual  Date:  August  14, Redeemable: Yes [X] No [   ]   2019                                  Redemption Date: At any time.   Stated Maturity: March 1, 2030        Redemption  Price:  1)  On  any  date  prior  to   Interest Rate: 2.95%                  December  1,  2029  (the  “Par  Call  Date”)  at  a   Interest  Payment  Dates:  March  1  and price  equal  to  the  greater  of  (i) 100%  of  the   September 1                           principal amount of this Security or the portion   Initial Interest Payment Date: March 1, 2020 hereof  to  be  redeemed  or  (ii) the  sum  of  the   Regular  Record  Dates:  February  15  and present  values  of  the  remaining  scheduled   August  15  immediately  preceding  the payments  of  principal  and  interest  on  this   respective Interest Payment Date      Security, or the portion thereof to be redeemed,                                         that would be due if this Security matured on the                                         Par  Call  Date  but  for  the  redemption  (not                                         including  any  portion  of  such  payments  of                                         interest  accrued  to  the  Redemption  Date)                                         discounted  to  the  Redemption  Date  on  a 





 






                                                                     Exhibit 4.20                                                                                                                           semiannual basis at the applicable Treasury Rate                                         plus 25 basis points; plus, in each case, accrued                                         and  unpaid  interest  on  the  principal  amount                                         being  redeemed  to,  but  excluding,  the                                         Redemption Date; or 2) on or after the Par Call                                         Date, at a price equal to 100% of the principal                                         amount of this Security or the portion thereof to                                         be redeemed plus accrued and unpaid interest on                                         the  principal  amount  being  redeemed  to,  but                                         excluding, the Redemption Date.                                                             This Security is not an Original Issue Discount Security                    within the meaning of the within-mentioned Indenture.                           _____________________________         Principal Amount                                              Registered No. T-1     $                              2                             CUSIP 15189T AX5    CENTERPOINT ENERGY, INC., a corporation duly organized and existing under the laws of the  State of Texas (herein called the “Company,” which term includes any successor Person under the  Indenture referred to below), for value received, hereby promises to pay to                                   ***CEDE & Co.***                                           ,      or     its    registered    assigns,   the     principal    sum      of               DOLLARS on the Stated Maturity specified above, and to pay interest thereon from the Original  Interest Accrual Date specified above or from the most recent Interest Payment Date to which  interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates  specified above in each year, commencing on March 1, 2020, and at Maturity, at the Interest Rate  per  annum  specified  above,  until  the  principal  hereof  is  paid  or  made  available  for  payment,  provided that any principal and premium, and any such installment of interest, which is overdue  shall bear interest at the rate of 2.95% per annum (to the extent permitted by applicable law), from  the dates such amounts are due until they are paid or made available for payment, and such interest  shall be payable on demand.  The amount of interest payable for any period shall be computed on  the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any  partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the  days elapsed in any partial month. In the event that any date on which interest is payable on this  Security is not a Business Day, then a payment of the interest payable on such date will be made  on the next succeeding day which is a Business Day (and without any interest or other payment in  respect of any such delay) with the same force and effect as if made on the date the payment was                                                                 2Reference is made to Schedule A attached hereto with respect to decreases and increases in the aggregate principal   amount of Securities evidenced hereby.                                            B-2                                                                                     





 






                                                                     Exhibit 4.20                                                                                     originally payable. A “Business Day” shall mean any day other than a Saturday, a Sunday or a day   on  which  banking  institutions  in  The  City  of  New  York  are  authorized  or  required  by  law,   regulation  or  executive  order  to  close.  The  interest  so  payable,  and  punctually  paid  or  duly  provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the   Person in whose name this Security (or one or more Predecessor Securities) is registered at the   close of business on the Regular Record Date for such interest, which shall be February 15 and   August 15 (whether or not a Business Day), as the case may be, next preceding such Interest   Payment Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease   to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in   whose name this Security (or one or more Predecessor Securities) is registered at the close of   business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the   Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days  prior  to  such  Special  Record  Date,  or  be  paid  at  any  time  in  any  other  lawful  manner  not  inconsistent with the requirements of any securities exchange or automated quotation system on  which the Securities of this series may be listed or traded, and upon such notice as may be required  by such exchange or automated quotation system, all as more fully provided in said Indenture.           Payment of the principal of (and premium, if any) and any such interest on this Security  will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United  States of America as at the time of payment is legal tender for payment of public and private debts;  provided, however, that at the option of the Company payment of interest may be made (i) by  check  mailed  to  the  address  of  the  Person  entitled  thereto as  such  address  shall  appear  in  the  Security Register or (ii) by wire transfer in immediately available funds at such place and to such  account as may be designated in writing by the Person entitled thereto as specified in the Security  Register.           Reference is hereby made to the further provisions of this Security set forth on the reverse  hereof, which further provisions shall for all purposes have the same effect as if set forth at this  place.           Unless the certificate of authentication hereon has been executed by the Trustee referred to  on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under  the Indenture or be valid or obligatory for any purpose.                                               B-3                                                                                     





 






                                                                  Exhibit 4.20                                                                                               IN WITNESS WHEREOF, the Company has caused this instrument to be duly  executed.      Dated: August __, 2019     CENTERPOINT ENERGY, INC.                                                By:                                                 Name: Xia Liu                                             Title: Executive Vice President and                                                   Chief Financial Officer   (SEAL)      Attest:                                       Name: Vincent A. Mercaldi  Title: Corporate Secretary                             CERTIFICATE OF AUTHENTICATION                            This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.                                                          THE BANK OF NEW YORK MELLON                                            TRUST COMPANY, NATIONAL                                            ASSOCIATION                                            As Trustee    Dated: August __, 2019                                            By:                                                       Authorized Signatory                                              B-4                                                                                   





 






                                                                  Exhibit 4.20                                                                                                                   SCHEDULE A                                                  The initial aggregate principal amount of Securities evidenced by the Certificate to which  this Schedule is attached is $                            .   The notations on the following table evidence  decreases  and  increases  in  the  aggregate  principal  amount  of  Securities  evidenced  by  such  Certificate.                                                                                                                                 Aggregate Principal                                                        Amount of Securities                 Decrease in Aggregate   Increase in Aggregate   Remaining After   Notation by   Date of    Principal Amount of    Principal Amount of    Such Decrease or    Security  Adjustment      Securities         Securities         Increase       Registrar                                                                                                                            B-5                                                                                   





 






                                                                     Exhibit 4.20                                                                                                         [FORM OF REVERSE SIDE OF SECURITY]                               CENTERPOINT ENERGY, INC.                                  2.95% NOTES DUE 2030            This Security is one of a duly authorized issue of securities of the Company (herein called  the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of  May 19, 2003 (herein called the “ Indenture,” which term shall have the meaning assigned to it in  such instrument), between the Company and The Bank of New York Mellon Trust Company,  National  Association  (successor to  JPMorgan  Chase  Bank,  National  Association  (formerly  JPMorgan  Chase  Bank)),  as  Trustee  (herein  called  the  “Trustee,”  which  term  includes  any  successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto  reference is hereby made for a statement of the respective rights, limitations of rights, duties and  immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the  terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is  one of the series designated on the face hereof, initially limited in aggregate principal amount to  $400,000,000; provided, however, that the authorized aggregate principal amount of the Securities   may be increased above such amount by a Board Resolution to such effect.                  This Security shall be redeemable, at the option of the Company, at any time or from time   to time, in whole or in part, on any date prior to December 1, 2029 (the “Par Call Date”) at a price   equal to the greater of (i) 100% of the principal amount of this Security (or the portion hereof to   be redeemed) or (ii) the sum of the present values of the remaining scheduled payments of principal   and interest on the Securities to be redeemed that would be due if this Security (or the portion   hereof to be redeemed) matured on the Par Call Date but for the redemption (not including any   portion  of  such  payments  of  interest  accrued  to  the  Redemption Date)  discounted  to  the   Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day   months) at the applicable Treasury Rate plus 25 basis points plus, in each case, accrued and unpaid   interest on the principal amount being redeemed, if any, to, but excluding, the Redemption Date.   On or after the Par Call Date, the Company may redeem this Security, at any time or from time to   time, in whole or in part, by paying 100% of the principal amount of this Security (or such portion   to be redeemed) plus accrued and unpaid interest on the principal amount being redeemed, if any,   to, but excluding, the Redemption Date. The Trustee shall have no responsibility for the calculation   of such amount.                   The Treasury Rate will be calculated by the Independent Investment Banker on the third   Business Day preceding the Redemption Date. For purposes of calculating the Redemption Price,   the following terms shall mean as follows:              “Treasury Rate” means, with respect to any Redemption Date, the yield calculated on the   third business day preceding the redemption date, as follows: for the latest day that appears in the   most recent statistical release published by the Board of Governors of the Federal Reserve System   designated as “Selected Interest Rates (Daily) - H.15” (or any successor publication) under the   caption “Treasury Constant Maturities - Nominal”, the independent investment banker shall select   two yields – one for the maturity immediately before and one for the maturity immediately after                                         B-6                                                                                     





 






                                                                  Exhibit 4.20                                                                                   the remaining maturity of this Security (assuming this Security matured on the Par Call Date) –  and shall interpolate on a straight-line basis using such yields; if there is no such maturity either  before or after, the independent investment banker shall select the maturity closest to the Par Call  Date that appears on the release; or if such release (or any successor release) is not published  during the week preceding the calculation date or does not contain such yields, the rate per annum  equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated  by the Independent Investment Banker using a price for the Comparable Treasury Issue (expressed  as  a  percentage  of  its  principal  amount)  equal  to  the  Comparable  Treasury  Price  for  such  Redemption Date.                  “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent  Investment Banker as having an actual or interpolated maturity comparable to the remaining term  (“Remaining Term”) of this Security to be redeemed (assuming for this purpose that the Securities  matured on the Par Call Date) that would be utilized, at the time of selection and in accordance  with customary financial practice, in pricing new issues of corporate debt securities of comparable  maturity to the Remaining Term of this Security.                “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer  Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury  Dealer  Quotations,  or  (2) if  the  Independent  Investment  Banker obtains  fewer  than  five  such  Reference Treasury Dealer Quotations, the average of all such quotations.                “Independent Investment Banker” means one of BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or Wells Fargo Securities,  LLC,  as  specified  by  the  Company,  or  if  these  firms  are  unwilling  or  unable  to  select  the  Comparable Treasury Issue, an independent investment banking institution of national standing  selected by the Company.                “Reference Treasury Dealer” means each of (1) BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities,  LLC and their respective affiliates or successors, each of which is a primary U.S. government  securities  dealer  in  the  United  States  of  America  (a  “Primary  Treasury  Dealer”), provided,  however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company  shall  substitute  therefor  another  Primary  Treasury  Dealer  and  (2)  any  other  Primary  Treasury  Dealer selected by the Company after consultation with the Independent Investment Banker.                 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury  Dealer  and  any  Redemption  Date,  the  average,  as  determined  by  the  Independent  Investment  Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as  a percentage of its principal amount) quoted in writing to the Independent Investment Banker at  5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.           In the event of redemption of this Security in part only, a new Security or Securities of this  series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder  hereof upon the cancellation hereof.                                           B-7                                                                                   





 






                                                                  Exhibit 4.20                                                                                         The Securities of this series are not entitled to the benefit of any sinking fund.           The Indenture contains provisions for satisfaction and discharge of the entire indebtedness  of this Security upon compliance by the Company with certain conditions set forth in the Indenture.           The Indenture contains provisions for defeasance at any time of the entire indebtedness of  this Security or certain restrictive covenants and Events of Default with respect to this Security, in  each case upon compliance with certain conditions set forth in the Indenture.           If an Event of Default with respect to Securities of this series shall occur and be continuing,  the principal of the Securities of this series may be declared due and payable in the manner and  with the effect provided in the Indenture.           The Indenture permits, with certain exceptions as therein provided, the amendment thereof  and the modification of the rights and obligations of the Company and the rights of the Holders of  the Securities of each series to be affected under the Indenture at any time by the Company and  the Trustee with the consent of the Holders of a majority in principal amount of the Securities at  the  time  Outstanding  of  each  series  to  be  affected.  The  Indenture  also  contains  provisions  permitting the Holders of specified percentages in principal amount of the Securities of each series  at  the  time  Outstanding,  on  behalf  of  the  Holders  of  all  Securities  of  such  series,  to  waive  compliance by the Company with certain provisions of the Indenture and certain past defaults  under the Indenture and their consequences.  Any such consent or waiver by the Holder of this  Security shall be conclusive and binding upon such Holder and upon all future Holders of this  Security and of any Security issued upon the registration of transfer hereof or in exchange herefor  or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.                As provided in and subject to the provisions of the Indenture, the Holder of this Security  shall  not  have  the  right  to  institute  any  proceeding  with  respect  to  the  Indenture  or  for  the  appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall  have previously given the Trustee written notice of a continuing Event of Default with respect to  the Securities of this series, the Holders of not less than 33% in principal amount of the Securities  of this series at the time Outstanding shall have made written request to the Trustee to institute  proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable  indemnity, and the Trustee shall not have received from the Holders of a majority in principal  amount  of  Securities  of  this  series  at  the  time  Outstanding  a  direction  inconsistent  with  such  request, and shall have failed to institute any such proceeding, for 60 days after receipt of such  notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the  Holder of this Security for the enforcement of any payment of principal hereof or any premium or  interest hereon on or after the respective due dates expressed herein.           No reference herein to the Indenture and no provision of this Security or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  the principal of and any premium and interest on this Security at the times, place and rate, and in  the coin or currency, herein prescribed.                                            B-8                                                                                   





 






                                                                  Exhibit 4.20                                                                                         As provided in the Indenture and subject to certain limitations therein set forth, the transfer  of  this  Security  is  registrable  in  the  Security  Register,  upon surrender  of  this  Security  for  registration of transfer at the office or agency of the Company in any place where the principal of  and any premium and interest on this Security are payable, duly endorsed by, or accompanied by  a written instrument of transfer in form satisfactory to the Company and the Security Registrar  duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one  or more new Securities of this series and of like tenor, of authorized denominations and for the  same aggregate principal amount, will be issued to the designated transferee or transferees.  No  service charge shall be made for any such registration of transfer or exchange, but the Company  may require payment of a sum sufficient to cover any tax or other governmental charge payable in  connection therewith.           Prior to due presentment of this Security for registration of transfer, the Company, the  Trustee and any agent of the Company or the Trustee may treat the Person in whose name this  Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,  and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.           The  Securities  of  this  series  are  issuable  only  in  registered  form  without  coupons  in  denominations of $2,000 and integral multiples of $1,000 in excess thereof.  As provided in the  Indenture  and  subject  to  certain  limitations  therein  set  forth,  Securities  of  this  series  are  exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of  a different authorized denomination, as requested by the Holder surrendering the same.          All terms used in this Security which are defined in the Indenture shall have the meanings  assigned to them in the Indenture.           THE  INDENTURE  AND  THIS  SECURITY  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.                                                                                  B-9                                                                                   





 






                                                                  Exhibit 4.20                                       Exhibit C                              [FORM OF FACE OF SECURITY]      [IF THIS SECURITY IS TO BE A GLOBAL SECURITY -] THIS SECURITY IS A GLOBAL   SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED   TO  AND  IS  REGISTERED  IN  THE  NAME  OF  A  DEPOSITARY  OR  A  NOMINEE  OF  A   DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN   THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY   IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT  BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF  THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY  OR ANOTHER NOMINEE OF THE DEPOSITARY.     [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON BEHALF OF  THE  DEPOSITORY  TRUST  COMPANY  IT  SHALL  BEAR  THE  FOLLOWING  LEGEND.]  UNLESS  THIS  CERTIFICATE  IS  PRESENTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,  A  NEW  YORK  CORPORATION  (“DTC”),  TO  CENTERPOINT  ENERGY,  INC.  OR  ITS  AGENT  FOR  REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS  IS  REQUESTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  DTC  (AND  ANY  PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR   OTHER  USE  HEREOF  FOR  VALUE  OR  OTHERWISE  BY  OR  TO  ANY  PERSON  IS   WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS  AN INTEREST HEREIN.                             CENTERPOINT ENERGY, INC.                              3.70% Senior Notes due 2049     Original  Interest  Accrual  Date:  August  14, Redeemable: Yes [X] No [   ]   2019                                  Redemption Date: At any time.   Stated Maturity: September 1, 2049    Redemption Price: 1) On any date prior to March   Interest Rate: 3.70%                  1, 2049 (the “Par Call Date”) at a price equal to   Interest  Payment  Dates:  March  1  and the greater of (i) 100% of the principal amount   September 1                           of  this  Security  or  the  portion  hereof  to  be   Initial Interest Payment Date: March 1, 2020 redeemed or (ii) the sum of the present values of   Regular  Record  Dates:  February  15  and the remaining scheduled payments of principal   August  15  immediately  preceding  the and  interest  on  this  Security,  or  the  portion   respective Interest Payment Date      thereof to be redeemed, that would be due if this                                         Security matured on the Par Call Date but for the                                         redemption  (not  including  any  portion  of  such                                         payments of interest accrued to the Redemption                                         Date) discounted to the Redemption Date on a                                         semiannual basis at the applicable Treasury Rate      





 






                                                                     Exhibit 4.20                                                                                                                           plus 25 basis points; plus, in each case, accrued                                         and  unpaid  interest  on  the  principal  amount                                         being  redeemed  to,  but  excluding,  the                                         Redemption Date; or 2) on or after the Par Call                                         Date, at a price equal to 100% of the principal                                         amount of this Security or the portion thereof to                                         be redeemed plus accrued and unpaid interest on                                         the  principal  amount  being  redeemed  to,  but                                         excluding, the Redemption Date.                                                             This Security is not an Original Issue Discount Security                    within the meaning of the within-mentioned Indenture.                           _____________________________         Principal Amount                                              Registered No. T-1    $                              ‡                             CUSIP 15189T AY3      CENTERPOINT ENERGY, INC., a corporation duly organized and existing under the laws of the   State of Texas (herein called the “Company,” which term includes any successor Person under the   Indenture referred to below), for value received, hereby promises to pay to                                    ***CEDE & Co.***                                             ,     or     its    registered    assigns,   the     principal    sum      of                DOLLARS on the Stated Maturity specified above, and to pay interest thereon from the Original   Interest Accrual Date specified above or from the most recent Interest Payment Date to which   interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates   specified above in each year, commencing on March 1, 2020, and at Maturity, at the Interest Rate   per  annum  specified  above,  until  the  principal  hereof  is  paid  or  made  available  for  payment,   provided that any principal and premium, and any such installment of interest, which is overdue  shall bear interest at the rate of 3.70% per annum (to the extent permitted by applicable law), from  the dates such amounts are due until they are paid or made available for payment, and such interest  shall be payable on demand.  The amount of interest payable for any period shall be computed on  the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any  partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the  days elapsed in any partial month. In the event that any date on which interest is payable on this  Security is not a Business Day, then a payment of the interest payable on such date will be made  on the next succeeding day which is a Business Day (and without any interest or other payment in  respect of any such delay) with the same force and effect as if made on the date the payment was  originally payable. A “Business Day” shall mean any day other than a Saturday, a Sunday or a day                                                                 ‡Reference is made to Schedule A attached hereto with respect to decreases and increases in the aggregate principal   amount of Securities evidenced hereby.                                            C-2                                           





 






                                                                     Exhibit 4.20                                                                                     on  which  banking  institutions  in  The  City  of  New  York  are  authorized  or  required  by  law,   regulation  or  executive  order  to  close.  The  interest  so  payable,  and  punctually  paid  or  duly  provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the   Person in whose name this Security (or one or more Predecessor Securities) is registered at the   close of business on the Regular Record Date for such interest, which shall be February 15 and   August 15 (whether or not a Business Day), as the case may be, next preceding such Interest   Payment Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease   to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in   whose name this Security (or one or more Predecessor Securities) is registered at the close of   business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the   Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days  prior  to  such  Special  Record  Date,  or  be  paid  at  any  time  in  any  other  lawful  manner  not  inconsistent with the requirements of any securities exchange or automated quotation system on  which the Securities of this series may be listed or traded, and upon such notice as may be required  by such exchange or automated quotation system, all as more fully provided in said Indenture.           Payment of the principal of (and premium, if any) and any such interest on this Security  will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United  States of America as at the time of payment is legal tender for payment of public and private debts;  provided, however, that at the option of the Company payment of interest may be made (i) by  check  mailed  to  the  address  of  the  Person  entitled  thereto as  such  address  shall  appear  in  the  Security Register or (ii) by wire transfer in immediately available funds at such place and to such  account as may be designated in writing by the Person entitled thereto as specified in the Security  Register.           Reference is hereby made to the further provisions of this Security set forth on the reverse  hereof, which further provisions shall for all purposes have the same effect as if set forth at this  place.           Unless the certificate of authentication hereon has been executed by the Trustee referred to  on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under  the Indenture or be valid or obligatory for any purpose.                                               C-3                                           





 






                                                                  Exhibit 4.20                                                                                               IN WITNESS WHEREOF, the Company has caused this instrument to be duly  executed.      Dated: August __, 2019     CENTERPOINT ENERGY, INC.                                                By:                                                 Name: Xia Liu                                             Title: Executive Vice President and                                                   Chief Financial Officer   (SEAL)      Attest:                                       Name: Vincent A. Mercaldi  Title: Corporate Secretary                             CERTIFICATE OF AUTHENTICATION                            This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture.                                                          THE BANK OF NEW YORK MELLON                                            TRUST COMPANY, NATIONAL                                            ASSOCIATION                                            As Trustee    Dated: August __, 2019                                            By:                                                       Authorized Signatory                                              C-4                                          





 






                                                                  Exhibit 4.20                                                                                                                   SCHEDULE A                                                  The initial aggregate principal amount of Securities evidenced by the Certificate to which  this Schedule is attached is $                            .   The notations on the following table evidence  decreases  and  increases  in  the  aggregate  principal  amount  of  Securities  evidenced  by  such  Certificate.                                                                                                                                 Aggregate Principal                                                        Amount of Securities                 Decrease in Aggregate   Increase in Aggregate   Remaining After   Notation by   Date of    Principal Amount of    Principal Amount of    Such Decrease or    Security  Adjustment      Securities         Securities         Increase       Registrar                                                                                                                            C-5                                          





 






                                                                     Exhibit 4.20                                                                                                         [FORM OF REVERSE SIDE OF SECURITY]                               CENTERPOINT ENERGY, INC.                                  3.70% NOTES DUE 2049            This Security is one of a duly authorized issue of securities of the Company (herein called  the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of  May 19, 2003 (herein called the “ Indenture,” which term shall have the meaning assigned to it in  such instrument), between the Company and The Bank of New York Mellon Trust Company,  National  Association  (successor to  JPMorgan  Chase  Bank,  National  Association  (formerly  JPMorgan  Chase  Bank)),  as  Trustee  (herein  called  the  “Trustee,”  which  term  includes  any  successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto  reference is hereby made for a statement of the respective rights, limitations of rights, duties and  immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the  terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is  one of the series designated on the face hereof, initially limited in aggregate principal amount to  $300,000,000; provided, however, that the authorized aggregate principal amount of the Securities   may be increased above such amount by a Board Resolution to such effect.                  This Security shall be redeemable, at the option of the Company, at any time or from time   to time, in whole or in part, on any date prior to March 1, 2049 (the “Par Call Date”) at a price   equal to the greater of (i) 100% of the principal amount of this Security (or the portion hereof to   be redeemed) or (ii) the sum of the present values of the remaining scheduled payments of principal   and interest on the Securities to be redeemed that would be due if this Security (or the portion   hereof to be redeemed) matured on the Par Call Date but for the redemption (not including any   portion  of  such  payments  of  interest  accrued  to  the  Redemption Date)  discounted  to  the   Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day   months) at the applicable Treasury Rate plus 25 basis points plus, in each case, accrued and unpaid   interest on the principal amount being redeemed, if any, to, but excluding, the Redemption Date.   On or after the Par Call Date, the Company may redeem this Security, at any time or from time to   time, in whole or in part, by paying 100% of the principal amount of this Security (or such portion   to be redeemed) plus accrued and unpaid interest on the principal amount being redeemed, if any,   to, but excluding, the Redemption Date. The Trustee shall have no responsibility for the calculation   of such amount.                   The Treasury Rate will be calculated by the Independent Investment Banker on the third   Business Day preceding the Redemption Date. For purposes of calculating the Redemption Price,   the following terms shall mean as follows:              “Treasury Rate” means, with respect to any Redemption Date, the yield calculated on the   third business day preceding the redemption date, as follows: for the latest day that appears in the   most recent statistical release published by the Board of Governors of the Federal Reserve System   designated as “Selected Interest Rates (Daily) - H.15” (or any successor publication) under the   caption “Treasury Constant Maturities - Nominal”, the independent investment banker shall select   two yields – one for the maturity immediately before and one for the maturity immediately after                                          C-6                                           





 






                                                                  Exhibit 4.20                                                                                   the remaining maturity of this Security (assuming this Security matured on the Par Call Date) –  and shall interpolate on a straight-line basis using such yields; if there is no such maturity either  before or after, the independent investment banker shall select the maturity closest to the Par Call  Date that appears on the release; or if such release (or any successor release) is not published  during the week preceding the calculation date or does not contain such yields, the rate per annum  equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated  by the Independent Investment Banker using a price for the Comparable Treasury Issue (expressed  as  a  percentage  of  its  principal  amount)  equal  to  the  Comparable  Treasury  Price  for  such  Redemption Date.                  “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent  Investment Banker as having an actual or interpolated maturity comparable to the remaining term  (“Remaining Term”) of this Security to be redeemed (assuming for this purpose that the Securities  matured on the Par Call Date) that would be utilized, at the time of selection and in accordance  with customary financial practice, in pricing new issues of corporate debt securities of comparable  maturity to the Remaining Term of this Security.                “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer  Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury  Dealer  Quotations,  or  (2) if  the  Independent  Investment  Banker obtains  fewer  than  five  such  Reference Treasury Dealer Quotations, the average of all such quotations.                “Independent Investment Banker” means one of BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or Wells Fargo Securities,  LLC,  as  specified  by  the  Company,  or  if  these  firms  are  unwilling  or  unable  to  select  the  Comparable Treasury Issue, an independent investment banking institution of national standing  selected by the Company.                “Reference Treasury Dealer” means each of (1) BofA Securities, Inc., Goldman Sachs &  Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities,  LLC and their respective affiliates or successors, each of which is a primary U.S. government  securities  dealer  in  the  United  States  of  America  (a  “Primary  Treasury  Dealer”), provided,  however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company  shall  substitute  therefor  another  Primary  Treasury  Dealer  and  (2)  any  other  Primary  Treasury  Dealer selected by the Company after consultation with the Independent Investment Banker.                 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury  Dealer  and  any  Redemption  Date,  the  average,  as  determined  by  the  Independent  Investment  Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as  a percentage of its principal amount) quoted in writing to the Independent Investment Banker at  5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.           In the event of redemption of this Security in part only, a new Security or Securities of this  series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder  hereof upon the cancellation hereof.                                            C-7                                          





 






                                                                  Exhibit 4.20                                                                                         The Securities of this series are not entitled to the benefit of any sinking fund.           The Indenture contains provisions for satisfaction and discharge of the entire indebtedness  of this Security upon compliance by the Company with certain conditions set forth in the Indenture.           The Indenture contains provisions for defeasance at any time of the entire indebtedness of  this Security or certain restrictive covenants and Events of Default with respect to this Security, in  each case upon compliance with certain conditions set forth in the Indenture.           If an Event of Default with respect to Securities of this series shall occur and be continuing,  the principal of the Securities of this series may be declared due and payable in the manner and  with the effect provided in the Indenture.           The Indenture permits, with certain exceptions as therein provided, the amendment thereof  and the modification of the rights and obligations of the Company and the rights of the Holders of  the Securities of each series to be affected under the Indenture at any time by the Company and  the Trustee with the consent of the Holders of a majority in principal amount of the Securities at  the  time  Outstanding  of  each  series  to  be  affected.  The  Indenture  also  contains  provisions  permitting the Holders of specified percentages in principal amount of the Securities of each series  at  the  time  Outstanding,  on  behalf  of  the  Holders  of  all  Securities  of  such  series,  to  waive  compliance by the Company with certain provisions of the Indenture and certain past defaults  under the Indenture and their consequences.  Any such consent or waiver by the Holder of this  Security shall be conclusive and binding upon such Holder and upon all future Holders of this  Security and of any Security issued upon the registration of transfer hereof or in exchange herefor  or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.                As provided in and subject to the provisions of the Indenture, the Holder of this Security  shall  not  have  the  right  to  institute  any  proceeding  with  respect  to  the  Indenture  or  for  the  appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall  have previously given the Trustee written notice of a continuing Event of Default with respect to  the Securities of this series, the Holders of not less than 33% in principal amount of the Securities  of this series at the time Outstanding shall have made written request to the Trustee to institute  proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable  indemnity, and the Trustee shall not have received from the Holders of a majority in principal  amount  of  Securities  of  this  series  at  the  time  Outstanding  a  direction  inconsistent  with  such  request, and shall have failed to institute any such proceeding, for 60 days after receipt of such  notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the  Holder of this Security for the enforcement of any payment of principal hereof or any premium or  interest hereon on or after the respective due dates expressed herein.           No reference herein to the Indenture and no provision of this Security or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  the principal of and any premium and interest on this Security at the times, place and rate, and in  the coin or currency, herein prescribed.                                            C-8                                          





 






                                                                  Exhibit 4.20                                                                                         As provided in the Indenture and subject to certain limitations therein set forth, the transfer  of  this  Security  is  registrable  in  the  Security  Register,  upon surrender  of  this  Security  for  registration of transfer at the office or agency of the Company in any place where the principal of  and any premium and interest on this Security are payable, duly endorsed by, or accompanied by  a written instrument of transfer in form satisfactory to the Company and the Security Registrar  duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one  or more new Securities of this series and of like tenor, of authorized denominations and for the  same aggregate principal amount, will be issued to the designated transferee or transferees.  No  service charge shall be made for any such registration of transfer or exchange, but the Company  may require payment of a sum sufficient to cover any tax or other governmental charge payable in  connection therewith.           Prior to due presentment of this Security for registration of transfer, the Company, the  Trustee and any agent of the Company or the Trustee may treat the Person in whose name this  Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,  and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.           The  Securities  of  this  series  are  issuable  only  in  registered  form  without  coupons  in  denominations of $2,000 and integral multiples of $1,000 in excess thereof.  As provided in the  Indenture  and  subject  to  certain  limitations  therein  set  forth,  Securities  of  this  series  are  exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of  a different authorized denomination, as requested by the Holder surrendering the same.          All terms used in this Security which are defined in the Indenture shall have the meanings  assigned to them in the Indenture.           THE  INDENTURE  AND  THIS  SECURITY  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.                                                 C-9