Exhibit





Exhibit 4.5





CenterPoint Energy Houston Electric, LLC
1111 Louisiana
Houston, TX 77002


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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC


TO


THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
(successor in trust to JPMORGAN CHASE BANK),


as Trustee


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TWENTY-FIFTH SUPPLEMENTAL INDENTURE






Dated as of August 11, 2016




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Supplementing the General Mortgage Indenture
Dated as of October 10, 2002 
Filed under file number 030004510538 in the
Office of the Secretary of State as an instrument 
granting a security interest by a public utility




THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY


THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS


This instrument is being filed pursuant to Chapter 261 of the Texas Business and Commerce Code


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TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of August 11, 2016, between CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a limited  liability  company                     organized and existing under the laws of the State of Texas (herein called the "Company"),                           having its principal office at 1111 Louisiana, Houston, Texas 77002, and THE BANK OF NEW            YORK  MELLON  TRUST  COMPANY,  NATIONAL  ASSOCIATION  (successor  in trust to JPMORGAN CHASE BANK), a limited purpose national banking association duly organized                      and existing under the laws of the United States, as Trustee (herein called the "Trustee"), the                          office of the Trustee at which on the date hereof its corporate trust business is administered being             601 Travis Street, 16th Floor, Houston, Texas 77002.


RECITALS OF THE COMPANY


WHEREAS, the Company has heretofore executed and delivered to the Trustee a General                 Mortgage Indenture dated as of October 10, 2002, as supplemented and amended (the                   "Indenture"), providing for the issuance by the Company from time to time of its bonds, notes or         other evidence of indebtedness to be issued in one or more series (in the Indenture and herein                     called the "Securities") and to provide security for the payment of the principal of and premium,                      if any, and interest, if any, on the Securities; and


WHEREAS, the Company, in the exercise of the power and authority conferred upon and                  reserved to it under the provisions of the Indenture and pursuant to appropriate resolutions of the Manager, has duly determined to make, execute and deliver to the Trustee this Twenty-Fifth Supplemental Indenture to the Indenture as permitted by Sections 201, 301, 403(2) and 1401 of               the Indenture in order to establish the form or terms of, and to provide for the creation and                    issuance of, a twenty-sixth series of Securities under the Indenture in an initial  aggregate                      principal amount of $300,000,000 (such twenty-sixth series being hereinafter referred to as the "Twenty-Sixth Series"); and


WHEREAS, all things necessary to make the Securities of the Twenty-Sixth Series, when                 executed by the Company and authenticated and delivered by the Trustee or any Authenticating         Agent and issued upon the terms and subject to the conditions hereinafter and in the Indenture set forth against payment therefor the valid, binding and legal obligations of the Company and to                 make this Twenty-Fifth Supplemental Indenture a valid, binding and legal agreement of the       Company, have been done;


NOW,      THEREFORE,      THIS      TWENTY-FIFTH      SUPPLEMENTAL      INDENTURE WITNESSETH that, in  order to establish the terms of a series of Securities, and for and in         consideration of the premises and of the covenants contained in the Indenture and in this                             Twenty-Fifth Supplemental Indenture and for other good and valuable consideration the receipt                   and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as                  follows:












ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS 
OF GENERAL APPLICATION


Section 101. Definitions.  Each capitalized term that is used herein and is defined             in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.


ARTICLE TWO


TITLE, FORM AND TERMS OF THE BONDS 


Section  201.    Title  of  the  Bonds.    This  Twenty-Fifth  Supplemental  Indenture hereby  creates  a  series  of  Securities  designated   as  the  "2.40%  General   Mortgage  Bonds, Series Z, due 2026" (the "Series Z Bonds").  For purposes of the Indenture,  the Series Z Bonds           shall constitute a single series of Securities and, subject to the provisions,  including,  but not                limited  to Article Four  of the  Indenture,  the  Series Z Bonds  shall  be  issued  in an aggregate principal amount of $300,000,000.
Section 202. Form and Terms of the Bonds. The form and terms of the Series Z           Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee                   pursuant to the authority granted by this Twenty-Fifth Supplemental Indenture  in accordance                   with Sections 201 and 301 of the Indenture.
        
Section  203.   Treatment  of  Proceeds   of  Title   Insurance   Policy.   Any  moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged  Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of                   the Indenture (other than the last paragraph thereof).


ARTICLE THREE


MISCELLANEOUS PROVISIONS 


The Trustee makes no undertaking or representations in respect of, and shall not be responsible                         in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fifth                                           Supplemental Indenture or the proper authorization or the due execution hereof by the Company             or for or in respect of the recitals and statements contained herein, all of which recitals and            statements are made solely by the Company.


In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or    damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been                advised of the likelihood of such loss or damage and regardless of the form of action.


In no event shall the Trustee be liable for any failure or delay in the performance of  its                        obligations hereunder because of circumstances beyond its control, including, but not limited to,            acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages,                      civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or          malfunctions    of   utilities,    communications  or   computer   (software  and  hardware)    services,


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government action, including any laws, ordinances, regulations, governmental action or the like      which delay, restrict or prohibit the providing of the services contemplated by this Twenty-Fifth Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which                  are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY  WAIVES,  TO  THE                  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO               TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO                THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, THE SERIES Z BONDS OR THE TRANSACTION  CONTEMPLATED HEREBY.


Except as expressly amended and supplemented hereby, the Indenture shall continue in full force       and effect in accordance with the provisions thereof and the Indenture is in all respects hereby            ratified and confirmed. This Twenty-Fifth Supplemental Indenture and all of its provisions shall                  be deemed a part of the Indenture in the manner and to the extent herein and therein provided.


This Twenty-Fifth Supplemental Indenture shall be governed by, and construed in accordance               with, the law of the State of New York.


This Twenty-Fifth Supplemental Indenture may be executed in any number of counterparts, each         of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.




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IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Fifth Supplemental Indenture to be duly executed as of the day and year set forth below and effective     as of the day and year first above written.




	
			
	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

	

Dated: August 11, 2016
	

By:
	

/s/ Kristie L. Colvin    

	 
	Name:
	Kristie L. Colvin

	 
	Title:
	Senior Vice President and Chief Accounting Officer

	

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor in
trust to JPMORGAN CHASE BANK), as Trustee

	

Dated: August 11, 2016
	

By:
	

/s/ Valere Boyd    

	 
	Name:
	Valere Boyd

	 
	Title:
	Vice President








ACKNOWLEDGMENT




	
		
	STATE OF TEXAS
	)

	                                                  )    ss

	COUNTY OF HARRIS
	)






On the 11th day of August, 2016, before me personally came Kristie L. Colvin, to me known, who, being by me duly sworn, did  depose  and  say  that  she resides in Katy,                           Texas; that she is the Senior Vice President and Chief Accounting Officer of CenterPoint Energy Houston Electric, LLC, a Texas limited liability company, the limited liability company              described in and which executed the foregoing instrument; and that she signed her name thereto       by authority of the sole manager of said limited liability company.




                       	
	
	/s/ Alida E. Duggan

	Notary Public






















ACKNOWLEDGMENT


State of California County of Los Angeles )




	
		
	On August 10, 2016  before me,
	Marvin G. Cuenca, Notary Public

	 
	(insert name and title of the officer)






personally appeared Valere Boyd, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by            his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.




WITNESS my hand and official seal.






Signature    /s/ Marvin G. Cuenca      (Seal)