ex4-7.htm


    
      
        
          Exhibit
4.7




         

         

        


         

        


         

        


         

        CENTERPOINT
ENERGY, INC.

         

        


         

        To

         

        


         

        THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

         

        (successor
to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase
Bank))

         

        


         

        Trustee

         

        


         

        __________________

         

        


         

        SUPPLEMENTAL
INDENTURE NO. 8

         

        


         

        Dated as
of May 6, 2008

         

        


         

        _________________

         

        


         

        $300,000,000

         

        


         

        6.50%
Senior Notes due 2018

         

        


         


        
          
             


          

          
             


            
              

            

          

          
             


          

        




      CENTERPOINT
ENERGY, INC.

      SUPPLEMENTAL
INDENTURE NO. 8

      


      6.50%
Senior Notes due 2018

      


       

      SUPPLEMENTAL
INDENTURE No. 8, dated as of May 6, 2008, between CENTERPOINT ENERGY,
INC., a Texas corporation (the “Company”), and THE BANK OF NEW YORK 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 a new series of Securities to be designated as the “6.50%
Senior Notes due 2018” (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. 8.

       

      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:

       

      ARTICLE
I

      


      Relation
to Indenture; Additional Definitions

       

      Section
101 Relation to
Indenture.  This Supplemental Indenture No. 8 constitutes an
integral part of the Original Indenture.

       

      Section
102 Additional
Definitions.  For all purposes of this Supplemental Indenture
No. 8:

       


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      


      Capitalized
terms used herein shall have the meaning specified herein or in the Original
Indenture, as the case may be;

       

      “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, 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. 8 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.

       

      “Capital Lease” means
a lease that, in accordance with accounting principles generally accepted in the
United States of America, would be recorded as a capital lease on the balance
sheet of the lessee;

       

      “CenterPoint Houston”
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;

       

      “CERC” 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
Yield” has the meaning set forth in Section 402(a) hereof;

       

      “Corporate Trust
Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, as follows:
(a) for payment, registration and transfer of the Securities: 2001 Bryan Street,
9th Floor, Dallas, Texas 75201, Attention: Bondholder Communications; telephone
(214) 672-5125 or (800) 275-2048; telecopy: (214) 672-5873; and (b) for all
other communications relating to the Securities: 601 Travis Street, 18th Floor,
Houston, Texas 77002, Attention: Global Corporate Trust; telephone: (713)
483-6817; telecopy: (713) 483-7038;

       


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      “Equity Interests”
means any capital stock, partnership, joint venture, member or limited liability
or unlimited liability company interest, beneficial interest in a trust or
similar entity or other equity interest or investment of whatever
nature;

       

      “H.15 Statistical
Release” has the meaning set forth in Section 402(b) hereof;

       

      The term
“Indebtedness”
as applied to any Person, means bonds, debentures, notes and other instruments
or arrangements representing obligations created or assumed by any 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
Capital 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.

       

      “Independent Investment
Banker” has the meaning set forth in Section 401(c) hereof;

       

      “Interest Payment
Date” has the meaning set forth in Section 204(a) hereof;

       

      “Issue Date” has the
meaning provided in Section 204(a) hereof;

       

      “Long-Term
Indebtedness” means, collectively, the Company’s outstanding:
(a) 5.875% Senior Notes due 2008, (b) 6.850% Senior Notes due 2015, (c)
7.25% Senior Notes due 2010, (d) 3.75% Convertible Senior Notes due 2023 and
(e) any long-term indebtedness (but excluding for this purpose any
long-term indebtedness incurred pursuant to any revolving credit facility,
letter of credit facility or other similar bank credit facility) of the Company
issued subsequent to the issuance of the Notes and prior to the Termination Date
containing a covenant substantially similar to the covenant set forth in Section
301 hereof, or an event of default substantially similar to the event of default
set forth in Section 501(c) hereof, but not containing a provision substantially
similar to the provision set forth in Section 302 hereof;

       

      “Make-Whole Premium”
has the meaning set forth in Section 401(b) 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;

       


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      


      “Original Indenture”
has the meaning set forth in the first paragraph of the Recitals
hereof;

       

      “Redemption Price” has
the meaning set forth in Section 401(a) hereof;

       

      “Regular Record Date”
has the meaning set forth in Section 204(a) hereof;

       

      “Remaining Term” has
the meaning set forth in Section 402(a) hereof;

       

      “Significant
Subsidiary” means, CERC, CenterPoint Houston and any other Subsidiary
which, at the time of the creation of a pledge, mortgage, security interest or
other lien upon any Equity Interests of such Subsidiary, has consolidated gross
assets (having regard to the Company’s beneficial interest in the shares, or the
like, of that Subsidiary) that represents at least 25% of the Company’s
consolidated gross assets appearing in the Company’s most recent audited
consolidated financial statements;

       

      “Subsidiary” of any
entity means any corporation, partnership, joint venture, limited liability
company, trust or estate of which (or in which) more than 50% of (i) the
issued and outstanding capital stock or Equity Interests having ordinary voting
power to elect a majority of the Board of Directors or comparable governing body
of such corporation or other entity (irrespective of whether at the time capital
stock of any other class or classes of such corporation or other entity shall or
might have voting power upon the occurrence of any contingency), (ii) the
interest in the capital or profits of such limited liability company,
partnership, joint venture or other entity, or (iii) the beneficial interest in
such trust or estate is at the time directly or indirectly owned or controlled
by such entity, by such entity and one or more of its other Subsidiaries, or by
one or more of such entity’s other Subsidiaries;

       

      “Termination Date” has
the meaning set forth in Section 302.

       

      All
references herein to Articles and Sections, unless otherwise specified, refer to
the corresponding Articles and Sections of this Supplemental Indenture No. 8;
and

       

      The terms
“herein,”
“hereof,”
“hereunder” and
other words of similar import refer to this Supplemental Indenture No.
8.

       

      ARTICLE
II

      


      The
Series of Securities

       

      Section
201 Title of the
Securities.  The Notes shall be designated as the “6.50% Senior
Notes due 2018”.

       


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      Section
202 Limitation on Aggregate Principal
Amount.  The Trustee shall authenticate and deliver the 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 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 Notes that may initially
be outstanding shall not exceed $300,000,000; provided, however, that the
authorized aggregate principal amount 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 Notes shall be May 1,
2018 (the “Maturity
Date”).

       

      Section
204 Interest and Interest
Rates

       

      (a)           The
Notes shall bear interest at a rate of 6.50% per year, from and including
May 6, 2008 (the “Issue Date”) to, but
excluding, the Maturity Date.  Such interest shall be payable
semiannually in arrears on May 1 and November 1 of each year
(each an “Interest Payment
Date”), beginning November 1, 2008 to the persons in whose names the
Notes (or one or more Predecessor Securities) are registered at the close of
business on April 15 and October 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 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 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.

       

      (d)           Any
principal and premium, if any, and any installment of interest, which is overdue
shall bear interest at the rate of 6.50% per annum (to the extent permitted by
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.

       


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


      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 Notes shall be initially issued at 99.487% of
their principal amount plus accrued interest, if any, from May 6,
2008.

       

      Section
208 Global
Securities

       

      (a)           The
Notes 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 hereto.

       

      Section
209 Form of
Securities.  The Notes shall be substantially in the form
attached as Exhibit
A 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

       

      (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 the Notes.

       

      (b)           Solely
with respect to the Notes 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:

       


      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      


      “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, including, without
limitation, the covenants provided for in Article Three of Supplemental
Indenture No. 8 to the Indenture, 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

      


      Additional
Covenant

       

      Section
301 Limitations on
Liens.  The Company shall not pledge, mortgage, hypothecate, or
grant a security interest in, or permit any such mortgage, pledge, security
interest or other lien upon any Equity Interests now or hereafter owned by the
Company in any Significant Subsidiary to secure any Indebtedness, without making
effective provisions whereby the outstanding Notes shall be equally and ratably
secured with or prior to any and all such Indebtedness and any other
Indebtedness similarly entitled to be equally and ratably secured; provided,
however, that this provision shall not apply to or prevent the creation or
existence of:

       

      (a)           any
mortgage, pledge, security interest, lien or encumbrance upon the Equity
Interests of CenterPoint Energy Transition Bond Company, LLC, CenterPoint Energy
Transition Bond Company II, LLC, CenterPoint Energy Transition Bond
Company III, LLC or any other special purpose Subsidiary created on or
after the date of this Supplemental Indenture by the Company in connection with
the issuance of securitization bonds for the economic value of
generation-related regulatory assets and stranded costs;

       

      (b)           any
mortgage, pledge, security interest, lien or encumbrance upon any Equity
Interests in a Person which was not affiliated with the Company prior to one
year before the grant of such mortgage, pledge, security interest, lien or
encumbrance (or the Equity Interests of a holding company formed to acquire or
hold such Equity Interests) created at the time of the Company’s acquisition of
the Equity Interests or within one year after such time to secure all or a
portion of the purchase price for such Equity Interests; provided that the
principal amount of any Indebtedness secured by such mortgage, pledge, security
interest, lien or encumbrance does not exceed 100% of such purchase price and
the fees, expenses and costs incurred in connection with such acquisition and
acquisition financing;

       

      (c)           any
mortgage, pledge, security interest, lien or encumbrance existing upon Equity
Interests in a Person which was not affiliated with the Company prior to one
year before

       


      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      


      the grant
of such mortgage, pledge, security interest, lien or encumbrance at the time of
the Company’s acquisition of such Equity Interests (whether or not the
obligations secured thereby are assumed by the Company or such Subsidiary
becomes a Significant Subsidiary); provided that (i) such mortgage, pledge,
security interest, lien or encumbrance existed at the time such Person became a
Significant Subsidiary and was not created in anticipation of the acquisition,
and (ii) any such mortgage, pledge, security interest, lien or encumbrance does
not by its terms secure any Indebtedness other than Indebtedness existing or
committed immediately prior to the time such Person becomes a Significant
Subsidiary;

       

      (d)           liens
for taxes, assessments or governmental charges or levies to the extent not past
due or which are being contested in good faith by appropriate proceedings
diligently conducted and for which the Company has provided adequate reserves
for the payment thereof in accordance with generally accepted accounting
principles;

       

      (e)           pledges
or deposits in the ordinary course of business to secure obligations under
workers’ compensation laws or similar legislation;

       

      (f)           materialmen’s,
mechanics’, carriers’, workers’ and repairmen’s liens imposed by law and other
similar liens arising in the ordinary course of business for sums not yet due or
currently being contested in good faith by appropriate proceedings diligently
conducted;

       

      (g)           attachment,
judgment or other similar liens, which have not been effectively stayed, arising
in connection with court proceedings; provided that such liens, in the
aggregate, shall not secure judgments which exceed $50,000,000 aggregate
principal amount at any one time outstanding; provided further that the
execution or enforcement of each such lien is effectively stayed within 30 days
after entry of the corresponding judgment (or the corresponding judgment has
been discharged within such 30 day period) and the claims secured thereby are
being contested in good faith by appropriate proceedings timely commenced and
diligently prosecuted;

       

      (h)           other
liens not otherwise referred to in paragraphs (a) through (g) above, provided
that the Indebtedness secured by such liens in the aggregate, shall not exceed
1% of the Company’s consolidated gross assets appearing in the Company’s most
recent audited consolidated financial statements at any one time
outstanding;

       

      (i)           any
mortgage, pledge, security interest, lien or encumbrance on the Equity Interests
of any Subsidiary that was otherwise permitted under this Section 301 if such
Subsidiary subsequently becomes a Significant Subsidiary; or

       

      (j)           any
extension, renewal or refunding of Indebtedness secured by any mortgage, pledge,
security interest, lien or encumbrance described in paragraphs (a) through (i)
above; provided that the principal amount of any such Indebtedness is not
increased by an amount greater than the fees, expenses and costs incurred in
connection with such extension, renewal or refunding.

       


      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      


      Section
302 Expiration of Restrictions on
Liens.  Notwithstanding anything to the contrary herein, on the
date (the “Termination Date”) (and continuing thereafter) on which there
remains outstanding, in the aggregate, no more than $200,000,000 in principal
amount of Long-Term Indebtedness, the covenant of the Company set forth in
Section 301 hereof shall terminate and the Company shall no longer be subject to
the covenant set forth in such Section.

       

      ARTICLE
IV

      


      Optional
Redemption of the Notes

       

      Section
401 Redemption
Price

       

      (a)           The
Company shall have the right to redeem the Notes, in whole or in part, at its
option at any time from time to time at a price equal to (i) 100% of the
principal amount thereof plus (ii) accrued and unpaid interest thereon, if any,
to (but excluding) the Redemption Date plus (iii) the Make-Whole Premium, if any
(collectively, the “Redemption
Price”).

       

      (b)           The
amount of the Make-Whole Premium with respect to any Note (or portion thereof)
to be redeemed will be equal to the excess, if any, of:  (i) the sum
of the present values, calculated as of the Redemption Date, of:  (A)
each interest payment that, but for such redemption, would have been payable on
the Note (or portion thereof) being redeemed on each Interest Payment Date
occurring after the Redemption Date (excluding any accrued and unpaid interest
for the period prior to the Redemption Date); and (B) the principal amount that,
but for such redemption, would have been payable on the Note (or portion
thereof) being redeemed at the Maturity Date; over (ii) the principal amount of
the Note (or portion thereof) being redeemed.  The present values of
interest and principal payments referred to in clause (i) above will be
determined in accordance with generally accepted principles of financial
analysis.  Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Comparable Treasury Yield (as defined below)
plus 45 basis points.

       

      (c)           The
Make-Whole Premium shall be calculated by an independent investment banking
institution of national standing appointed by the Company; provided, that if the Company
fails to make such appointment at least 45 days prior to the Redemption Date, or
if the institution so appointed is unwilling or unable to make such calculation,
such calculation shall be made by Greenwich Capital Markets, Inc., Lehman
Brothers Inc. or Wachovia Capital Markets, LLC, or, if such firms are
unwilling or unable to make such calculation, by a different independent
investment banking institution of national standing appointed by the Company (in
any such case, an “Independent Investment
Banker”).

       


      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      


      Section
402 Make-Whole Premium
Calculation

       

      (a)           For
purposes of determining the Make-Whole Premium, “Comparable Treasury
Yield” means a rate of interest per annum equal to the weekly average
yield to maturity of United States Treasury securities that have a constant
maturity that corresponds to the remaining term to maturity of the Notes to be
redeemed, calculated to the nearest 1/12th of a year (the “Remaining
Term”).  The Comparable Treasury Yield shall be determined as
of the third Business Day immediately preceding the applicable Redemption
Date.

       

      (b)           The
weekly average yields of United States Treasury securities shall be determined
by reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15 (519) Selected Interest Rates” or
any successor release (the “H.15 Statistical
Release”).  If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury securities having a constant maturity
that is the same as the Remaining Term, then the Comparable Treasury Yield shall
be equal to such weekly average yield.  In all other cases, the
Comparable Treasury Yield shall be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury securities that have a constant maturity closest to and greater than
the Remaining Term and the United States Treasury securities that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release).  Any weekly average yields
so calculated by interpolation shall be rounded to the nearest 1/100th of 1%,
with any figure of 1/200th of 1% or above being rounded upward.  If
weekly average yields for United States Treasury securities are not available in
the H.15 Statistical Release or otherwise, then the Comparable Treasury Yield
shall be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.

       

      Section
403 Partial
Redemption.  If the Company redeems the Notes in part pursuant
to this Article Four, the Trustee shall select the Notes to be redeemed on a pro
rata basis or by lot or by such other method that the Trustee in its sole
discretion deems fair and appropriate.  The Company shall redeem Notes
pursuant to this Article IV in multiples of $1,000 in original principal
amount.  A new Note in principal amount equal to the unredeemed
portion of the original Note shall be issued upon cancellation of the original
Note.

       

      Section
404 Notice of Optional
Redemption.  If the Company elects to exercise its right to
redeem all or some of the Notes pursuant to this Article IV, the Company or the
Trustee shall mail a notice of such redemption to each Holder of a Note that is
to be redeemed not less than 30 days and not more than 60 days before 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
V

      


      Remedies

       

      Section
501 Additional
Events of Default; Acceleration of Maturity

       


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      


      (a)           Solely
with respect to the Notes 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 or CenterPoint Houston 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 or CenterPoint Houston a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company, CERC or CenterPoint
Houston under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company, CERC or CenterPoint Houston 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 or
CenterPoint Houston shall not constitute an Event of Default if, at the time
such event occurs, CERC or CenterPoint Houston, as the case may be, shall no
longer be an Affiliate of the Company; or”

       

      (b)           Solely
with respect to the Notes 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 or CenterPoint Houston 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 or CenterPoint
Houston 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 or CenterPoint
Houston or of any substantial part of its respective

       


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      


      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 or CenterPoint
Houston to pay its respective debts generally as they become due, or the taking
of corporate action by the Company, CERC or CenterPoint Houston in furtherance
of any such action; provided that any such specified event involving CERC or
CenterPoint Houston shall not constitute an Event of Default if, at the time
such event occurs, CERC or CenterPoint Houston, as the case may be, shall no
longer be an Affiliate of the Company; or”

       

      (c)           Solely
with respect to the Notes 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, CERC or CenterPoint Houston in a scheduled payment at
maturity, upon redemption or otherwise, in the aggregate principal amount of $50
million or more, after the expiration of any applicable grace period, of any
Indebtedness or the acceleration of any Indebtedness of the Company, CERC or
CenterPoint Houston 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; provided that such payment default or acceleration of
CERC or CenterPoint Houston shall not to be an Event of Default if, at the time
such event occurs, CERC or CenterPoint Houston, as the case may be, shall not be
an Affiliate of the Company.”

       

      Section
502 Expiration of Additional Event of
Default. Notwithstanding anything
to the contrary herein, on the Termination Date (and continuing thereafter), the
event of default of the Company set forth in Section 501(c) hereof shall
terminate and the Company shall no longer be subject to such event of
default.

       

      ARTICLE
VI

      


      Miscellaneous
Provisions

       

      Section
601 The
Indenture, as supplemented and amended by this Supplemental Indenture No. 8, is
in all respects hereby adopted, ratified and confirmed.

       


      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      


      Section
602 This
Supplemental Indenture No. 8 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
603 THIS
SUPPLEMENTAL INDENTURE NO. 8 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
604 If any
provision in this Supplemental Indenture No. 8 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
605 In case
any provision in this Supplemental Indenture No. 8 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.

       


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
No. 8 to be duly executed, as of the day and year first written
above.

      


      CENTERPOINT
ENERGY, INC.

      


      


      By: /s/ Gary L.
Whitlock                                                                           

                 Gary
L. Whitlock

                 Executive
Vice President and

                 Chief
Financial Officer

      Attest:

      


      _/s/ Richard B.
Dauphin_________

      Richard B. Dauphin

            Assistant
Corporate Secretary

      


      


      


      (SEAL)

      


      


      


      THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION,

      As
Trustee

      


      


      By: /s/ Kathryn
Shotwell                                                                           

      Name: Kathryn Shotwell

      Title:   Assistant
Treasurer and Trust Officer

      


      (SEAL)


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      


      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.

      


      6.50%
Senior Notes due 2018

      


      


      


      
        	
                No.
      __________

              	 
      	
                $  __________

              
	 
      	 
      	
                CUSIP
      No.  __________

              


      

      


      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 hereinafter referred to), for value received, hereby
promises to pay to _______________, or registered assigns, the principal sum of
____________________ Dollars on May 1, 2018, and to pay interest thereon from
May 6, 2008 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 1 and November 1 in each
year, commencing November 1, 2008, at the rate of 6.50% per annum, 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 6.50% 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

       


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      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, 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 April 15 or October 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-2

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

      


      Dated:  _________________                                                                           CENTERPOINT
ENERGY, INC.

      


      


      By:  ____________________________

      Name:

      Title:

      (SEAL)

      


      


      Attest:

      


      ___________________________

      Name:

      Title:

      


      


      


      This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

      THE BANK
OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

      As
Trustee

      


      


      Date of
Authentication:________________

      


      By:_________________________

      Authorized
Signatory


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      [FORM OF
REVERSE SIDE OF SECURITY]

      


      CENTERPOINT
ENERGY, INC.

      


      6.50%
NOTES DUE 2018

      


      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 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.

       

      The
Company shall have the right to redeem the Securities of this series, in whole
or in part, at its option at any time from time to time at a price equal to
(i) 100% of the principal amount thereof plus (ii) accrued and unpaid
interest thereon, if any, to (but excluding) the Redemption Date plus
(iii) the Make-Whole Premium, if any.

       

      The
amount of the Make-Whole Premium with respect to any Security of this Series (or
portion thereof) to be redeemed will be equal to the excess, if any,
of:  (i) the sum of the present values, calculated as of the
Redemption Date, of:  (A) each interest payment that, but for such
redemption, would have been payable on the Security of this series (or portion
thereof) being redeemed on each Interest Payment Date occurring after the
Redemption Date (excluding any accrued and unpaid interest for the period prior
to the Redemption Date); and (B) the principal amount that, but for such
redemption, would have been payable on the Security of this series (or portion
thereof) being redeemed at May 1, 2018; over (ii) the principal amount of the
Security of this series (or portion thereof) being redeemed.  The
present values of interest and principal payments referred to in clause (i)
above will be determined in accordance with generally accepted principles of
financial analysis.  Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Comparable Treasury Yield (as
defined below) plus 45 basis points.

       

      For
purposes of determining the Make-Whole Premium, “Comparable Treasury
Yield” means a rate of interest per annum equal to the weekly average
yield to maturity of United States Treasury securities that have a constant
maturity that corresponds to the remaining term to maturity of the Securities of
this series, calculated to the nearest 1/12th of a year (the “Remaining
Term”).  The Comparable Treasury Yield shall be determined as
of the third Business Day immediately preceding the Redemption
Date.

       


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      The
weekly average yields of United States Treasury securities shall be determined
by reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated “H.15 (519) Selected Interest
Rates” or any successor release (the “H.15 Statistical
Release”).  If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury securities having a constant maturity
that is the same as the Remaining Term, then the Comparable Treasury Yield shall
be equal to such weekly average yield.  In all other cases, the
Comparable Treasury Yield shall be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury securities that have a constant maturity closest to and greater than
the Remaining Term and the United States Treasury securities that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release).  Any weekly average yields
so calculated by interpolation shall be rounded to the nearest 1/100th of 1%,
with any figure of 1/200th of 1% or above being rounded upward.  If
weekly average yields for United States Treasury securities are not available in
the H.15 Statistical Release or otherwise, then the Comparable Treasury Yield
shall be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.

       

      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.

       

      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

       


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      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 25% 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.

       

      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 $1,000 and any integral multiple 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.

       


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      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-7