exhibit10ll.htm


     

    Exhibit 10(ll)

     

     

    CenterPoint
Energy, Inc.

    Summary of Non-Employee Director
Compensation

     

    The
following is a summary of compensation paid to the non-employee directors of
CenterPoint Energy, Inc. (the “Company”) effective April 24, 2008. For
additional information regarding the compensation of the non-employee directors,
please read the definitive proxy statement relating to the Company’s 2010 annual
meeting of shareholders to be filed pursuant to Regulation 14A.

     

    
      
        	 
      	
                •

              	 
      	
                Annual
      retainer fee of $50,000 for Board membership;

              
	 
      	 
      	 
      	 
      
	 
      	
                •

              	 
      	
                Fee
      of $2,000 for each Board or Committee meeting attended;

              
	 
      	 
      	 
      	 
      
	 
      	
                •

              	 
      	
                Supplemental
      annual retainer of $15,000 for serving as a chairman of the Audit
      Committee;

              
	 
      	 
      	 
      	 
      
	 
      	
                •

              	 
      	
                Supplemental
      annual retainer of $10,000 for serving as a chairman of the Compensation
      Committee; and

              
	 
      	 
      	 
      	 
      
	 
      	
                •

              	 
      	
                Supplemental
      annual retainer of $5,000 for serving as a chairman of any other Board
      committee.

              


      

    

     

    The
Chairman receives the compensation payable to other non-employee directors plus
supplemental compensation pursuant to a letter agreement with the Company
incorporated by reference to Exhibit 10(p) to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2007.

     

    Stock Grants. Each
non-employee director may also receive an annual grant of up to 5,000 shares of
CenterPoint Energy common stock which vest in one-third increments on the first,
second and third anniversaries of the grant date. Upon the initial nomination to
the Board, in addition to the annual grant, a non-employee director may be
granted a one-time grant of up to 5,000 shares of CenterPoint Energy common
stock.

     

    Deferred Compensation Plan.
Directors may elect each year to defer all or part of their annual
retainer fees, including committee chairman fees, and meeting fees.
Directors participating in these plans may elect to receive distributions of
their deferred compensation and interest in three ways: (i) an early
distribution of either 50% or 100% of their account balance in any year that is
at least four years from the year of deferral up to the year in which they reach
age 70, (ii) a lump sum distribution payable in the year after they reach age 70
or upon leaving the Board of Directors, whichever is later, or (iii) 15 annual
installments beginning on the first of the month coincident with or next
following age 70 or upon leaving the Board of Directors, whichever is
later.

     

    Director Benefits Plan.
Non-employee directors elected to the Board before 2004 participatd in a
director benefits plan under which a director who served at least one full year
would receive an annual cash amount equal to the annual retainer (excluding any
supplemental retainer) in effect when the director terminated service. In
accordance with the transition rules under Section 409A of the Internal
Revenue Code, the Board amended the plan to freeze future benefit accruals under
the plan effective December 31, 2008 and to provide commencement of payments as
of February 1, 2009. Each active director participating in this plan was given
the opportunity to make a one-time irrevocable election by December 31,
2008 as to the payment form.  Each active director elected a lump sum
payment; therefore, all accrued benefits under the plan were paid on February 1,
2009.

     

    Executive Life Insurance Plan.
Non-employee directors who were elected to the Board before 2001
participate in CenterPoint Energy’s executive life insurance plan. This plan
provides endorsement split-dollar life insurance with a death benefit of
$180,000 with coverage continuing after the director’s termination of service at
age 65 or later. Directors elected to the Board after 2000 may not participate
in this plan.