ex10-1.htm


     

    Exhibit
10.1

     

     

     

     

     

     

     

     

     

    CENTERPOINT
ENERGY

    2005
DEFERRED COMPENSATION PLAN

    (As
Amended and Restated Effective January 1, 2009)

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    CENTERPOINT
ENERGY

    2005
DEFERRED COMPENSATION PLAN

    (As
Amended and Restated Effective January 1, 2009)

     

    TABLE
OF CONTENTS

     

    
      
        	 
      	
                Page

                 

              
	
                ARTICLE
      I PURPOSES OF PLAN; DEFINITIONS; DURATION

              	
                2

              
	
                1.1

              	
                Purposes

              	
                2

              
	
                1.2

              	
                Definitions

              	
                2

              
	
                1.3

              	
                Term

              	
                4

              
	 
      	 
      	 
      
	
                ARTICLE
      II ADMINISTRATION

              	
                4

              
	 
      	 
      	 
      
	
                ARTICLE
      III PARTICIPATION

              	
                5

              
	 
      	 
      	 
      
	
                3.1

              	
                Eligibility
      of Employees and Directors

              	
                5

              
	
                3.2

              	
                Designation
      of Participants

              	
                5

              
	
                3.3

              	
                Election
      to Participate

              	
                5

              
	
                3.4

              	
                Salary
      Deferral

              	
                5

              
	
                3.5

              	
                Bonus
      Deferral

              	
                5

              
	
                3.6

              	
                Director
      Fees Deferral

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE
      IV BENEFICIARY DESIGNATIONS; WITHHOLDING

              	
                6

              
	 
      	 
      	 
      
	
                4.1

              	
                Beneficiary
      Designations

              	
                6

              
	
                4.2

              	
                Withholding
      of Taxes

              	
                7

              
	
                 
      

              	 
      	 
      
	
                ARTICLE
      V BENEFITS

              	
                7

              
	 
      	 
      	 
      
	
                5.1

              	
                Benefit
      Payments

              	
                7

              
	
                5.2

              	
                Death

              	
                8

              
	
                5.3

              	
                Separation
      from Service During Participation Year

              	
                8

              
	
                5.4

              	
                Delay
      of Payments to Certain Participants

              	
                9

              
	
                5.5

              	
                Crediting
      of Interest

              	
                9

              
	 
      	 
      	 
      
	
                ARTICLE
      VI RIGHTS OF PARTICIPANTS

              	
                10

              
	 
      	 
      	 
      
	
                6.1

              	
                Limitation
      of Rights

              	
                10

              
	
                6.2

              	
                Non-Alienation
      of Benefits

              	
                10

              
	
                6.3

              	
                Prerequisites
      to Benefits

              	
                11

              
	
                6.4

              	
                Nature
      of Employer’s Obligation

              	
                11

              
	
                6.5

              	
                Claims
      and Review Procedures

              	
                12

              


      

       

      
        
           

        

        
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                ARTICLE
      VII MISCELLANEOUS.

              	
                13

              
	 
      	 
      	 
      
	
                7.1

              	
                Amendment
      or Termination of the Plan

              	
                13

              
	
                7.2

              	
                Reliance
      Upon Information

              	
                13

              
	
                7.3

              	
                Effective
      Date

              	
                13

              
	
                7.4

              	
                Code
      Section 409A

              	
                13

              
	
                7.5

              	
                Governing
      Law

              	
                13

              
	
                7.6

              	
                Severability

              	
                13

              
	
                7.7

              	
                Notice

              	
                14

              
	 
      	 
      	 
      


      

    

     

    
      
        
           

        

         


      

      
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    CENTERPOINT
ENERGY

    2005
DEFERRED COMPENSATION PLAN

    (As
Amended and Restated Effective January 1, 2009)

     

    RECITALS:

     

    WHEREAS,
CenterPoint Energy, Inc. (the “Company”), established and maintains the
CenterPoint Energy 2005 Deferred Compensation Plan, effective as of January 1,
2008 (the “Plan”), in response to the enactment of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), to provide deferred compensation
benefits earned or vested after December 31, 2004, with all earnings
attributable thereto, for the benefit of its eligible employees;
and

     

    WHEREAS, the
Company has operated the Plan at all times in accordance with the “reasonable,
good faith” compliance standard prescribed by Code Section 409A, which is
applicable until the effective date of the final regulations issued under Code
Section 409A; and

     

    WHEREAS, the
Company desires to amend and restate the Plan to comply with the applicable
requirements under the final regulations issued under Code Section 409A, which
regulations are effective as of January 1, 2009;

     

    NOW,
THEREFORE, effective as of January 1, 2009, the Company hereby amends,
restates and continues the Plan as herein set forth:

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    ARTICLE
I

     

    PURPOSES
OF PLAN; DEFINITIONS; DURATION

     

    1.1 Purposes. 
This
CenterPoint Energy 2005 Deferred Compensation Plan, as amended and restated
effective January 1, 2009, for selected management and highly compensated
employees is intended to aid certain of its employees in making more adequate
provision for their retirement and is intended to be a “top-hat” plan under
sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 (“ERISA”).

     

    1.2 Definitions. 
Each term
below shall have the meaning assigned thereto for all purposes of this Plan
unless the context requires a different construction.

     

    “Beneficiary”
means a person or persons, a trustee or trustees of a trust, or a partnership,
corporation, limited liability partnership, limited liability company, or other
entity designated by the Participant, as provided in Section 4.1, to
receive any amounts distributed under the Plan after a Participant’s
death.

     

    “Board”
means the Board of Directors of the Company.

     

    “Bonus”
means a formula or discretionary bonus or incentive compensation paid under a
short-term or annual incentive plan maintained by the Company or a
Subsidiary.

     

    “Code”
means the Internal Revenue Code of 1986, as amended.

     

    “Company”
means CenterPoint Energy, Inc., a Texas corporation, or a successor to
CenterPoint Energy, Inc., in the ownership of substantially all of its
assets.

     

    “Commencement
Date” means the first day of the Participation Year, with respect to which a
Compensation deferral occurs.

     

    “Committee”
means the Benefits Committee or such other committee, which shall consist of
five or fewer persons, as shall be appointed by the Board of Directors of the
Company to administer the Plan pursuant to Article II hereof.

     

    “Compensation”
means the Salary and Bonus which an Employer pays its Employees, and the
Director Fees paid to a Director.

     

    “Director”
means a non-Employee member of the Board.

     

    “Director
Fees” means the meeting attendance fees, retainer fees and committee chairman
fees paid to a Director.


    “Disability”
means a physical or mental condition that qualifies as a total and permanent
disability under the CenterPoint Energy, Inc. Long Term Disability Plan, as
amended from time to time (or any successor plan thereto).

     

    
      
        
          
            
               


            

            
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    “Early
Distribution” means the benefit payment option available to a Participant under
Section 5.1(a) hereof.

     

    “Employee”
means any person, including an officer of any Employer (whether or not he or she
is also a director thereof), who, at the time such person is designated a
Participant hereunder, is employed by an Employer on a full-time basis, who is
compensated for such employment by a regular Salary, and who, in the opinion of
the Committee, is one of the officers or other key employees of the Employer in
a position to contribute materially to the continued growth and development and
to the future financial success of the Employer.  Any Participant who
is an Employee of a Subsidiary shall not be deemed to have terminated employment
with an Employer for purposes of this Plan until the date upon which the
Participant has a Separation from Service.

     

    “Employer”
means (i) the Company, (ii) each Subsidiary which has adopted the Plan
with the consent of the Committee, and (iii) each other employing
organization in which the Company has a direct or indirect ownership interest
and which has been approved by the Committee as an Employer under the Plan,
subject to the terms and conditions established by the Committee.

     

    “Interest
Crediting Rate” means, for a given Plan Year, a rate of interest equivalent to
the average Moody’s Rate for such year plus two percentage points
(2%).

     

    “Moody’s
Rate” means a rate of interest equal to the composite yield on Moody’s Long-Term
Corporate Bond Yield Averages for the calendar month as determined from Moody’s
monthly yield averages published by Moody’s Investor’s Service, Inc. (or any
successor thereto), or, if such yield is no longer published, a substantially
similar average selected by the Committee.

     

    “Normal
Distribution” means the benefit payment options available to a Participant under
Section 5.1(b) hereof.

     

    “Participant”
means (i) a Director or an Employee who has been designated by the Committee to
participate in the Plan pursuant to Section 3.2 hereof and (ii) who has
elected to participate in the Plan pursuant to Section 3.3.

     

    “Participation
Year” means a Plan Year commencing on or after January 1, 2009 during which
(i) with respect to Compensation in the form of a Bonus, the Bonus would
have been paid to the Participant if not deferred; (ii) with respect to
Compensation in the form of Salary, a Participant performs services for the
Employer for a Salary; and (iii) with respect to Compensation in the form
of Director Fees, a Participant performs services as a member of the Board for
such fees.

     

    “Plan”
means the CenterPoint Energy 2005 Deferred Compensation Plan, as amended and
restated effective January 1, 2009, as set forth herein, as the same may
hereafter be amended from time to time.

     

    “Plan
Year” means a calendar year (January 1st through December 31st).

    

      
        
           


        

        
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    “Prior
Plan” means the CenterPoint Energy 2005 Deferred Compensation Plan, effective as
of January 1, 2008, as in effect on December 31, 2008.

     

    “Salary”
means a base salary or wages paid to a Participant by an
Employer.  The Salary of a Participant as reflected on the books and
records of the Employer shall be conclusive.

     

    “Separation
from Service” means separation from service (including by reason of Disability)
with the Company, all Employers and all Subsidiaries within the meaning of
Treasury Regulation § 1.409A-1(h) (or any successor regulation) or, in the case
of a Director, he or she ceases to be a member of the Board.

     

    “Subsidiary”
means a subsidiary corporation with respect to the Company as defined in Code
Section 424(f).

     

    Words
used in this Plan in the singular shall include the plural and in the plural the
singular, and the gender of words used shall be construed to include whichever
may be appropriate under any particular circumstances of the masculine, feminine
or neuter genders.

     

    1.3 Term. 
The
effective date of the Plan, as amended and restated, is January 1,
2009.  The Plan shall continue until terminated by the
Board.  The Committee, in its sole discretion, may or may not
authorize deferral of Compensation during the term of the
Plan.

     

    ARTICLE
II

     

    ADMINISTRATION

     

    The Plan
shall be administered by the Committee, which shall represent the Company and
other Employers in all matters concerning the administration of the
Plan.  Members of the Committee may be Participants under the Plan,
but no member may vote on any matter relating to his or her benefits under the
Plan.  The Committee shall have primary responsibility for the
administration and operation of the Plan and shall have all powers necessary to
carry out the provisions of the Plan, including the power to determine which
Employees shall be Participants under the Plan.  The determination of
the Committee as to the construction, interpretation, or application of any
terms and provisions of the Plan, including whether and when there has been a
Separation from Service, shall be final, binding, and conclusive upon all
persons.

     

    
      
         


      

      
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    ARTICLE
III

     

    PARTICIPATION

     

    3.1 Eligibility of Employees and
Directors.  An
Employee must be a manager or a highly compensated (within the meaning of Code
Section 414(q)) salaried employee of an Employer to be eligible to
participate in the Plan.  All Directors shall be eligible to
participate in the Plan.  The Committee may from time to time
establish additional eligibility requirements for participation in the
Plan.

     

    3.2 Designation of
Participants.  Prior to
the commencement of any Participation Year, the Committee shall designate and
notify in writing the Employees and/or Directors who are eligible to defer
Compensation under this Plan.  A designation of an Employee or
Director to participate with respect to Compensation for a particular
Participation Year shall not automatically entitle such Participant to
participate with respect to any other Participation Year.

     

    3.3 Election to
Participate.  After an
Employee or Director has been notified by the Committee, in the form and manner
prescribed by the Committee, that he or she is eligible to participate in the
Plan, he or she must notify the Committee, in the form and manner prescribed by
the Committee, that he or she chooses to participate in the
Plan.  Such election to participate in the Plan shall be effective
upon its receipt by the Committee (or its delegate) within the time periods and
manner prescribed by the Committee or the Plan.  A Participant’s
election (i) shall specify the type or types and the amount or amounts of
Compensation that he or she wishes to defer and the manner of such deferral
pursuant to Sections 3.4 through 3.6 hereof; (ii) shall specify, if
the Participant so elects, that he or she wishes to receive an Early
Distribution of benefits with respect to some or all deferrals for such
Participation Year under Section 5.1(a) hereof; and (iii) shall
specify the manner of Normal Distribution the Participant chooses with respect
to such deferrals under Section 5.1(b) hereof.

     

    3.4 Salary
Deferral.  A
Participant’s election to defer the payment of Salary must be made prior to the
first day of the Plan Year in which the Salary is earned by the
Participant.  Such election will be irrevocable as of December 31
of the calendar year preceding the calendar year in which the Salary is
earned.  

     

    A
Participant may elect to defer up to 90% (or such lesser percentage designated
by the Committee, in its sole discretion) of his or her annual Salary, stated as
a percentage of his or her Salary, with respect to a particular Participation
Year.  The amount of Compensation elected to be deferred under this
Section 3.4 shall be withheld from the Participant’s Salary during a Plan
Year in equal amounts.

     

    3.5 Bonus Deferral. 
A
Participant’s election to defer the payment of a Bonus that qualifies as
“performance-based compensation” under Code Section 409A(4)(B) must be made no
later than six months prior to the end of the performance
period.  Such election will be irrevocable as of the date that is six
months prior to the end of the performance period in which the Bonus is
earned.

    

      
        
           


        

        
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    A
Participant’s election to defer the payment of a Bonus that does not qualify as
“performance-based compensation” under Code Section 409A(4)(B) must be made
prior to the first day of the Plan Year in which the services are performed for
which the Bonus is earned.  Such election will be irrevocable as of
December 31 of the calendar year preceding the calendar year in which the
services are performed for which the Bonus is earned.

     

    A
Participant may elect to defer up to 90% of his or her annual cash Bonus award,
stated as a percentage of his or her Bonus or a flat-dollar amount, with respect
to a particular Participation Year.  The amount of Compensation
elected to be deferred under this Section 3.5 shall be withheld from the
Participant’s Bonus otherwise payable during the Plan Year.  If the
Participant’s election is a flat-dollar amount and the amount of the Bonus
awarded to the Participant with respect to a Participation Year is less than the
amount of the Bonus which the Participant had elected to defer for such
Participation Year, then such election shall be deemed to be an election to
defer the maximum deferral percentage permitted under this Section 3.5 of the
Bonus awarded.

     

    3.6 Director Fees
Deferral.  A
Participant’s election to defer the payment of Director Fees must be made prior
to the first day of the Plan Year in which the Director Fees are earned by the
Participant.  Such election will be irrevocable as of December 31
of the Plan Year preceding the Participation Year with respect to which the
Director Fees are earned.

     

    A
Participant may elect to defer up to 100% (or such lesser percentage designated
by the Committee in its sole discretion) of each type of his or her Director
Fees, stated as a percentage of his or her Director Fees or a flat-dollar
amount, with respect to a particular Participation Year.  The amount
of Compensation elected to be deferred under this Section 3.6 shall not be
paid but shall be withheld from the Participant’s Director Fees otherwise earned
and payable during the Plan Year.  If the Participant’s election is a
flat-dollar amount and the amount of the Director Fees awarded to the
Participant with respect to a Participation Year is less than the amount of the
Director Fees which the Participant had elected to defer for such Participation
Year, then such election shall be deemed to be an election to defer the maximum
deferral percentage permitted under this Section 3.6 of the Director Fees
awarded.

     

    ARTICLE
IV

     

    BENEFICIARY
DESIGNATIONS; WITHHOLDING

     

    4.1 Beneficiary
Designations.  Each
person becoming a Participant shall file with the Committee (or its delegate),
in the form and manner prescribed by the Committee, a designation of one or more
Beneficiaries to whom distributions
otherwise due the Participant shall be made in the event of his or her death
while in the employ of the Company or serving on the Board or after Separation
from Service but prior to the complete distribution of the benefits payable with
respect to the Participant.  Such designation shall be effective when
received by the Committee.  The Participant may from time to time
revoke or change any such designation of a Beneficiary by notifying the
Committee in the form and manner prescribed by the Committee.  If
there is no valid designation of the Beneficiary on file with the Committee at
the time of the Participant’s death, or if all of the Beneficiaries designated
therein shall have predeceased the Participant or otherwise ceased to exist, the
Beneficiary shall be, and any payment hereunder shall be
made

     

    
      
         

      

      
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    to, the
Participant’s spouse, if he or she survives the Participant, or otherwise to the
executor or legal representative of the Participant’s estate.  If the
Beneficiary, whether under a valid beneficiary designation or under the
preceding sentence, shall survive the Participant but die before receiving all
payments hereunder, the balance of the benefits which would have been paid to
the Beneficiary had he or she lived shall, unless the Participant’s designation
provided otherwise, be distributed to the executor or legal representative of
the Beneficiary’s estate.

     

    4.2 Withholding of
Taxes.  The
Company may withhold from a payment any federal, state, or local employment and
income taxes required by law to be withheld with respect to such payment and
such sum as the Company may reasonably estimate as necessary to cover any taxes
for which the Company may be liable and which may be assessed with regard to
such payment.

     

     

    ARTICLE
V

     

    BENEFITS

     

    5.1 Benefit
Payments.  The
benefit payments with respect to deferrals of Compensation for a specific
Participation Year will be determined as set forth below:

     

    (a) Early
Distribution.  At the time a Participant elects to defer
Compensation for a Participation Year pursuant to Article III hereof, if the
Participant has not attained, or will not attain, age 65 during the
Participation Year, he or she may elect to receive an in-service Early
Distribution of benefits attributable to such Compensation as provided in this
Section 5.1(a) (a Participant who has attained, or will attain, age 65 during
the Participation Year is not permitted to elect to receive an Early
Distribution).  The Early Distribution, as elected by the Participant,
will represent either (i) 50% or (ii) 100% of the Compensation
deferred for that Participation Year.  The Early Distribution shall be
paid to the Participant during the Plan Year elected by the Participant, which
is at least four years after the Participation Year in which the Compensation
was deferred or, if earlier (and notwithstanding the Participant’s election to
the contrary), the year the Participant attains age 65.  A Participant
may make only one Early Distribution election under this Plan for each
Participation Year for each type of Compensation deferred under Sections 3.4,
3.5 or 3.6 hereof.  The foregoing notwithstanding, if a Participant’s
Separation from Service or death occurs prior to the payment of an Early
Distribution,such
Early Distribution benefits shall be paid in accordance with Sections 5.1(b),
5.1(c) or 5.2, as applicable, in lieu of an election under this Section
5.1(a).

     

    (b) Normal
Distribution.  A Participant who has a Separation from Service
on or after the date such Participant attains age 55 may be entitled to a Normal
Distribution.  At the time a Participant elects to defer Compensation
for a Participation Year pursuant to Article III hereof, he or she must elect
the form of payment of his or her potential Normal Distribution of benefits
attributable to such Compensation, taking into account any Early Distributions
paid to him or her under Section 5.1(a) prior to his or her Separation from
Service.  The Participant may elect to receive a Normal Distribution
in:

     

    
      
         

      

      
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              (i)  

            	
              a
      lump-sum distribution of the amounts of Compensation deferred, minus any
      Early Distributions; or

            


    

     

    
      	
               (ii) 

            	
              15
      annual installment payments of such Compensation, minus any Early
      Distributions.

            


    

     

    If
payable in a lump-sum distribution, the Normal Distribution will be made in the
January following the Plan Year during which occurs the date of the
Participant’s Separation from Service.  If payable in 15 annual
installments, payment of a Normal Distribution will commence in the month
coincident with or next following the month in which the Participant has a
Separation from Service, and the remaining annual installments will be paid in
that same month in each of the remaining 14 years.  For purposes of
Code Section 409A, each installment payment is a separate, independent
payment.  If a Participant fails to make an election as to the manner
in which a Normal Distribution will be paid, such Normal Distribution will be
made in the form of a lump-sum distribution in accordance with this
Section 5.1(b) as if the Participant had specifically so
elected.

     

    (c) Separation
from Service Prior to Attaining Age 55.  Notwithstanding any
provision of this Article V or a Participant’s distribution election to the
contrary, a Participant who has a Separation from Service prior to attaining age
55 shall be paid his or her entire Plan benefit, less any Early Distributions
paid to him or her under Section 5.1(a) prior to his or her Separation from
Service, if any, in the form of a lump-sum distribution.  The lump sum
distribution shall be paid within 90 days following the date of the
Participant’s Separation from Service.

     

    5.2 Death

     

    (a) Death Prior
to Payment or Commencement of Distribution.  If a Participant
dies prior to receiving or commencing his or her benefit under the Plan, the
Employer shall pay Participant’s Beneficiary the sum or sums of Compensation
actually deferred, less an amount equal to any Early Distributions paid to the
Participant under Section 5.1(a) prior to the Participant’s
death.  A payment made pursuant to this Section 5.2(a) shall be
made within 90 days following the date of the Participant’s
death.


    (b) Death After
Commencement of Installment Distribution.  If the Participant
dies after commencement of a Normal Distribution in the form of 15 annual
installment payments pursuant to Section 5.1(b), but prior to completion of
all such payments, then the Company shall continue to make such installment
payments as provided in Section 5.1(b) to the Participant’s
Beneficiary.

     

    5.3 Separation from Service
During Participation Year.  If a
Participant has a Separation from Service for any reason during the
Participation Year for which Compensation that is in the form of Salary or
Director Fees is to be deferred, no further deferrals shall be made for that
Participation Year on and after the date of such Separation from
Service.  If a Participant has a Separation from Service for any
reason during the Participation Year for which he or she has elected to defer
the payment of a Bonus, such election shall become null and void with respect to
any Bonus which has not become payable to the Participant as of the date of his
or her Separation from Service.

    
       

      
        
           


        

        
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    5.4 Delay of Payments to Certain
Participants.  Notwithstanding
any provision to the contrary in the Plan, if as of the date of the
Participant’s Separation from Service (other than by reason of death) the
Participant has been identified by the Committee or its delegate as a “Specified
Employee” (within the meaning of that term under Code Section 409A(a)(2)(B)),
then the payment specified under Article V on account of Separation from Service
shall not be paid to the Participant until the later of (a) the date specified
in Article V or (b) the earlier of (i) the second day following the expiration
of the 6-month period measured from the date of the Participant’s Separation
from Service or (ii) the date of the Participant’s death.  In the
event that a payment is delayed under this Section 5.4, the Company shall
pay to the Participant, as of the date it pays the delayed payment, simple
interest on the payment amount at the applicable interest rate (as determined
under Section 5.5(b)) for such payment, based on the period the payment was
delayed beyond the payment date specified in Article V.

     

    5.5 Crediting of
Interest. 
With
respect to any distribution pursuant to Section 5.1(b), Section 5.1(c) or
Section 5.2 of the Plan, interest shall be credited upon the Participant’s
Compensation in accordance with this Section 5.5.

     

    (a) Applicable
Compensation Balance for Crediting of Interest.  Prior to
distribution of a Participant’s account under the Plan, a Participant’s
Compensation shall be credited with interest, compounded annually from the
Participant’s Commencement Date through the date immediately prior to the first
payment to the Participant (or the Participant’s Beneficiary in the case of
death), at the applicable interest rate as determined pursuant to subsection (b)
hereof.  For the purposes of crediting interest all deferrals of
Compensation shall earn interest as if such amounts were contributed to the Plan
on the first day of the Plan Year in which such Compensation is deferred by the
Participant; provided,
however, that interest shall not be credited on the amount of
theEarly
Distribution, if any,  for the Plan Year in which the Early
Distribution is paid to the Participant.

     

    (b) Applicable
Interest Rate.  The applicable interest rate shall be the
Interest Crediting Rate; provided,
however, that the applicable interest rate with respect to a distribution
pursuant to Section 5.1(c) as a result of the Participant’s Separation from
Service for any reason other than due to Disability shall be the Moody’s Rate
(in lieu of the higher Interest Crediting Rate).

     

    (c) Interest
During Installment Period.  For purposes of determining a
benefit payable in the form of 15 installment payments under
Section 5.1(b), the Interest Crediting Rate shall be the Interest Crediting
Rate in effect for the Plan Year immediately prior to which a Participant has a
Separation from Service.  The Interest Crediting Rate as determined
under this Section 5.5(c) will constitute the applicable Interest Crediting Rate
with respect to the installment payments for all years after the initial
installment payment.

     

    
      
         

      

      
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    ARTICLE
VI

     

    RIGHTS OF
PARTICIPANTS

     

    6.1 Limitation of
Rights.  Nothing
in this Plan shall be construed to:

     

    (a) Give any
Employee of an Employer or any Director any right to be designated a Participant
in the Plan other than in the sole discretion of the
Committee;

     

    (b) Limit in
any way the right of the Employer to terminate a Participant’s employment at any
time; or

     

    (c) Be
evidence of any agreement or understanding, express or implied, that the Company
or any other Employer will employ a Participant in any particular position or at
any particular rate of remuneration.

     

    6.2 Non-Alienation of
Benefits.  No right
or benefit under this Plan shall be subject to anticipation, alienation,
transfer, sale, assignment, pledge, encumbrance or charge, whether voluntary,
involuntary, direct or indirect, by operation of law or otherwise, including,
without limitation, a change in beneficial interest of any trust and a change in
ownership of a corporation or partnership, but not including a change of legal
and beneficial title of a right or benefit resulting from the death of any
Participant or the spouse of any Participant (any such proscribed transaction
hereinafter a “Disposition”) and any attempted Disposition will be null and
void.  No right or benefit hereunder shall in any manner be liable for
or subject to any debts, contracts, liabilities, or torts of any Participant or
other person entitled to such benefits.  Notwithstanding any provision
of the Plan to the contrary, a benefit under the Plan may be paid to an
alternate payee as required under a domestic relations order (as defined in Code
Section 414(p)(1)(B)), approved by the Committee, consistent with the
requirements of Code Section 409A and the Treasury regulations issued
thereunder.  The foregoing
provisions of this Section 6.2 shall also not apply to an irrevocable
Disposition of a right or benefit under this Plan to a “Permitted Assignee,” as
defined below, by (i) a Participant age 55 or older (an “Eligible
Participant”), or (ii) a “Permitted Assignee,” as defined below, who has
received an assignment from an Eligible Participant pursuant to this
sentence.

     

    (a) Permitted
Assignee.  The term “Permitted Assignee” shall
mean:

     

    (i) The
Eligible Participant;

     

    (ii) A spouse
of the Eligible Participant;

     

    (iii) Any
person who is a lineal ascendant or descendant of the Eligible Participant or
the Eligible Participant’s spouse;

     

    (iv) Any
brother or sister of the Eligible Participant;

     

    (v) Any
spouse of any individual described in subparagraph (iii) or
(iv);

     

    
      
         

      

      
        -10-

        
          
 

      

      
         

      

    

     

    (vi) A trustee
of any trust which, at the applicable time, is 100% actuarially held for a
Permitted Assignee or Assignees (as defined in
Section 6.2(c));

     

    (vii) Any
corporation in which, at the applicable time, each class of stock is 100% owned
by a Permitted Assignee or Permitted Assignees;

     

    (viii) Any
partnership in which, at the applicable time, each class of partnership interest
is 100% owned by a Permitted Assignee or Permitted Assignees;
or

     

    (ix) Any
limited liability company or other form of incorporated or unincorporated
business organization in which each class of stock, membership or other equity
interest is 100% owned by a Permitted Assignee or Assignees.

     

    (b) Subsequent
Assignees.  This Section 6.2 shall be fully applicable to
all Permitted Assignees, and the provisions of this Section 6.2 shall be
fully applicable to any right or benefit transferred by an Eligible Participant
to any Permitted Assignee as if such Permitted Assignee were an Eligible
Participant; provided,
however, that no Permitted Assignee shall be deemed an Eligible
Participant for determining the persons who constitute Permitted Assignees under
Section 6.2(a).  Any Permitted Assignee acquiring a right or
benefit under this Plan shall execute and deliver to the Committee an agreement
pursuant to which such Permitted Assignee agrees to be bound by all of the terms
and provisions of the Plan, provided that the failure to execute and deliver
such an agreement shall not be deemed to relieve such Permitted Assignee of the
restrictions imposed by the Plan.  Any attempted Disposition of a
right or benefit under this Plan inbreach of
this Section 6.2, whether voluntary, involuntary, by operation of law or
otherwise shall be null and void.

     

    (c) Actuarially
Held.  In making the determination whether a trust is 100%
actuarially held for Permitted Assignee(s), a trust, at the applicable point in
time, is 100% actuarially held for Permitted Assignee or Assignees when 100% of
the actuarial value of the beneficial interests of the trust, except as provided
in the following sentence, are held for a Permitted Assignee or Permitted
Assignees.  For purposes of making the determination described above,
the possibility that an interest in a trust may be appointed pursuant to a
special or general power of appointment shall be ignored; provided, that the
actual exercise of any such power of appointment shall not be
ignored.

     

    6.3 Prerequisites to
Benefits.  No
Participant, nor any Beneficiary or other person claiming through a Participant,
shall have any right or interest in the Plan, or any benefits hereunder, unless
and until all the terms, conditions, and provisions of the Plan which affect
such Participant or such other person shall have been complied with as specified
herein.

     

    
      
         

      

      
        -11-

        
          
 

      

      
         

      

    

     

    6.4 Nature of Employer’s
Obligation.  This Plan
is intended to be, and shall be construed as, an unfunded plan maintained by
each Employer primarily for the purpose of providing deferred compensation for a
select group of its management or highly compensated salaried
employees.  The benefits provided under this Plan shall be a general,
unsecured obligation of the Employer payable solely from the general assets of
the Employer, and neither the Participant nor the Participant’s Beneficiary or
estate shall have any interest in any assets of the Employer by virtue of this
Plan.  Except as may be provided under a “rabbi trust,” no fund or
other assets will ever be set aside or segregated for the benefit of the
Participant or the Participant’s Beneficiary under this Plan.  The
adoption of the Plan and any setting aside of amounts by an Employer with which
to discharge its obligations hereunder shall not be deemed to create a trust;
legal and equitable title to any funds so set aside shall remain in the Employer
and any funds so set aside shall remain subject to the general creditors of the
Employer.

     

    6.5 Claims and
Review Procedures

     

    (a) Claims
Procedure.  If any person believes he or she is entitled to any
rights or benefits under the Plan, such person may file a claim in writing with
the Committee.  If any such claim is wholly or partially denied, the
Committee will notify such person of its decision in writing.  Such
notification will contain (i) specific reasons for the denial,
(ii) specific reference to pertinent Plan provisions, (iii) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person
wishes to submit a request for review, the time limits applicable to such
procedures, and a statement of the person’s rights following an adverse benefit
determination on review, including a statement of his or her right to file a
lawsuitunder
ERISA if the claim is denied on appeal.  Such notification will be
given within 90 days after the claim is received by the Committee (or within 180
days, if special circumstances require an extension of time for processing the
claim, and if written notice of such extension and circumstances is given to
such person within the initial 90-day period).

     

    (b) Claim
Review Procedure.  Within 60 days after the date on which a
person receives a notice of denial, such person or his or her duly authorized
representative (“Applicant”) may (i) file a written request with the
Committee for a review of his or her denied claim; (ii) review pertinent
documents; and (iii) submit issues and comments in writing.  The
Committee shall render a decision no later than the date of its regularly
scheduled meeting next following receipt of a request for review, except that a
decision may be rendered no later than the second such meeting if the request is
received within 30 days of the first meeting.  The Applicant may
request a formal hearing before the Committee which the Committee may grant in
its discretion.  Notwithstanding the foregoing, under special
circumstances that require an extension of time for rendering a decision
(including, but not limited to, the need to hold a hearing), the decision may be
rendered not later than the date of the third regularly scheduled Committee
meeting following the receipt of the request for review.  If such an
extension is required, the Applicant will be advised in writing before the
extension begins.  If the claim is denied in whole or part, such
notice, which shall be in a manner calculated to be understood by the person
receiving such notice, shall include (i) the specific reasons for the decision,
(ii) the specific references to the pertinent Plan provisions on which the
decision is based, (iii) that the Applicant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claim for benefits, and (iv) a
statement of the Applicant’s right to file a lawsuit under
ERISA.  Benefits under this Plan will only be paid if the Committee
decides, in its discretion, that an Applicant is entitled to
them.

     

    (c) Exhaustion
of Administrative Remedies.  The decision of the Committee on
review of the claim denial shall be binding on all parties when the Participant
has exhausted the claims procedure under this Section 6.5.  Moreover,
no action at law or in equity shall be brought to recover benefits under this
Plan prior to the date the Applicant has exhausted the administrative remedies
under this Section 6.5.

     

    
      
         

      

      
        -12-

        
          
 

      

      
         

      

    

     

    ARTICLE
VII

     

    MISCELLANEOUS

     

    7.1 Amendment or Termination of
the Plan.  The Board
may amend or terminate this Plan at any time.  Any such amendment or
termination shall not, however, without the written consent of the affected
Participant, reduce the interest rate applicable to, or otherwise adversely
affect the rights of a Participant for Compensation with respect to which a
Participant made an irrevocable deferral election before the later of the date
that such amendment is executed or effective.

     

    7.2 Reliance Upon
Information.  The
Committee shall not be liable for any decision or action taken in good faith in
connection with the administration of this Plan.  Without limiting the
generality of the foregoing, any such decision or action taken by the Committee
in reliance upon any information supplied to it by an officer of the Company,
the Company’s legal counsel, or the Company’s independent accountants in
connection with the administration of this Plan shall be deemed to have been
taken in good faith.

     

    7.3 Effective Date. 
The Plan,
as amended and restated, shall become effective as of January 1, 2009, for
benefits accrued under the Plan (including under the Prior Plan) on and after
January 1, 2005 for Participants who are Employees as of January 1,
2009.

     

    7.4 Code Section
409A.  It is
intended that the provisions of this Plan to comply with and satisfy the
requirements of Code Section 409A.  The Plan shall be operated and the
Plan provisions interpreted in a manner consistent with such requirements to the
extent applicable.

     

    7.5 Governing Law. 
This Plan
shall be construed, administered and governed in all respects in accordance with
ERISA and other applicable federal law and, to the extent not preempted by
federal law, in accordance with the laws of the State of Texas.  If
any provisions of the Plan shall be held by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions hereof shall continue to
be fully effective.

     

    7.6 Severability. 
If any
term, provision, covenant, or condition of the Plan is held to be invalid, void,
or otherwise unenforceable, the rest of the Plan shall remain in full force and
effect and shall in no way be affected, impaired, or
invalidated.

     

    7.7 Notice. 
Any
notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand delivered, or sent by registered
or certified mail, to the principal office of the Company.  Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the dates shown on the postmark on the receipt for registration
or certification.

     

    [Signature
Page To Follow]

     

    
      
         


      

      
        -13-

        
          
 

      

      
         


      

    


    IN WITNESS
WHEREOF, CenterPoint Energy, Inc. has caused these presents to be
executed by its duly authorized officer in a number of copies, all of which
shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy hereof, this 17th day of October, 2008, but
effective as of January 1, 2009.

     

    
      	 
      	
              CENTERPOINT
      ENERGY, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      David M. McClanahan

            
	 
      	
              David
      M. McClanahan

            
	 
      	
              President
      and Chief Executive Officer

            


    

     

     

    
      	
              ATTEST:

            	 
      
	
              /s/ Richard
      Dauphin

            	 
      
	
              Richard
      Dauphin

            	 
      
	
              Assistant
      Corporate Secretary

            	 
      


    

     


    
      
         


      

      
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