<PAGE>

                                                                EXHIBIT 4(e)(12)

                    CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

                              OFFICER'S CERTIFICATE

                                November 12, 2002

I, the undersigned officer of CenterPoint Energy Houston Electric, LLC, a Texas
limited liability company (the "Company"), do hereby certify that I am an
Authorized Officer of the Company as such term is defined in the Indenture (as
defined herein). I am delivering this certificate pursuant to the authority
granted in the Resolutions adopted by written consent of the Manager of the
Company dated November 12, 2002, and Sections 105, 201, 301, 401(1) and
402(2)(A) of the General Mortgage Indenture dated as of October 10, 2002, as
heretofore supplemented to the date hereof (as heretofore supplemented, the
"Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (the
"Trustee"). Terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture, unless the context clearly requires
otherwise. Based upon the foregoing, I hereby certify on behalf of the Company
as follows:

1.       The terms and conditions of the Securities of the series described in
this Officer's Certificate are as follows (the numbered subdivisions set forth
in this Paragraph 1 corresponding to the numbered subdivisions of Section 301 of
the Indenture):

         (1)      The Securities of the ninth series to be issued under the
         Indenture shall be designated "General Mortgage Bonds, Series I, due
         November 12, 2005" (the "Series I Bonds").

         (2)      The Series I Bonds shall be authenticated and delivered in the
         aggregate principal amount of $1,310,000,000.

         (3)      Not applicable.

         (4)      The principal of all Series I Bonds shall be payable by the
         Company in whole or in installments on such date or dates as the
         Company has any obligations under the Credit Agreement, dated as of
         November 12, 2002 (the "Credit Agreement"), among the Company, Credit
         Suisse First Boston, as administrative agent (the "Administrative
         Agent") and the Banks from time to time parties thereto, to repay any
         Loans (as defined in the Credit Agreement) to the Banks (whether upon
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise, but not later than November 12, 2005). The amount of
         principal of the Series I Bonds payable by the Company on any such date
         shall equal the aggregate principal amount of the Loans due and payable
         on such date pursuant to the Credit Agreement (but, in no event, shall
         exceed the aggregate principal amount of the Series I Bonds). The
         obligation of the Company to make any payment of the principal on the
         Series I Bonds shall be fully or partially, as the case may be, deemed
         to have been paid or otherwise satisfied and discharged to the extent
         that the Company has paid the principal then due and payable on the
         Loans made pursuant to the Credit Agreement.

         (5)      The Series I Bonds shall bear interest from the time
         hereinafter provided at such rate per annum as shall cause the amount
         of interest payable on each Interest Payment
<PAGE>

         Date (as hereinafter defined) on the Series I Bonds to equal the amount
         of interest payable on such Interest Payment Date under the Credit
         Agreement. Such interest on the Series I Bonds shall be payable on the
         same dates as interest is payable from time to time pursuant to the
         Credit Agreement (each such date herein called an "Interest Payment
         Date"), until the maturity of the Series I Bonds, or, in the case of
         any default by the Company in the payment of the principal due on the
         Series I Bonds, until the Company's obligation with respect to the
         payment of such principal shall be discharged as provided in the
         Indenture. The amount of interest payable from time to time under the
         Credit Agreement, the basis on which such interest is computed and the
         dates on which such interest is payable are set forth in the Credit
         Agreement. Each Series I Bond shall bear interest (a) from the date of
         initial authentication of this Bond to but excluding the Interest
         Payment Date next succeeding, and (b) from each Interest Payment Date
         to but excluding the Interest Payment Date next succeeding. The
         obligation of the Company to make any payment of interest on the Series
         I Bonds shall be fully or partially, as the case may be, deemed to have
         been paid or otherwise satisfied and discharged to the extent that the
         Company has paid the interest on the Loans then due and payable
         pursuant to the Credit Agreement.

         (6)      The Corporate Trust Office of JPMorgan Chase Bank in Houston,
         Texas shall be the place at which (i) the principal of and interest on
         the Series I Bonds shall be payable, (ii) registration of transfer of
         the Series I Bonds may be effected, (iii) exchanges of the Series I
         Bonds may be effected and (iv) notices and demands to or upon the
         Company in respect of the Series I Bonds and the Indenture may be
         served; and JPMorgan Chase Bank shall be the Security Registrar for the
         Series I Bonds; provided, however, that the Company reserves the right
         to change, by one or more Officer's Certificates, any such place or the
         Security Registrar; and provided, further, that the Company reserves
         the right to designate, by one or more Officer's Certificates, its
         principal office in Houston, Texas as any such place or itself as the
         Security Registrar; provided, however, that there shall be only a
         single Security Registrar for the Series I Bonds. The principal of the
         Series I Bonds shall be payable without the presentment or surrender
         thereof.

         (7)      Not applicable.

         (8)      Not applicable.

         (9)      The Series I Bonds are issuable only in denominations of
                  $1,310,000,000.

         (10)     Not applicable.

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     See subsection (4) above.

         (14)     Not applicable.

         (15)     Not applicable.

<PAGE>

         (16)     Not applicable.

         (17)     The Series I Bonds shall be evidenced by a single registered
         Series I Bond in the principal amount and denomination of One Billion
         Three Hundred Ten Million Dollars ($1,310,000,000). The Series I Bonds
         shall be dated November 12, 2002, shall mature no later than November
         12, 2005, unless sooner paid, and shall bear interest at the rate
         specified in subsection (5) above. The Series I Bonds may be executed
         by the Company and delivered to the Trustee for authentication and
         delivery. The principal of and interest on the Series I Bonds shall be
         payable at the Corporate Trust Office of the Trustee in Houston, Texas.

         The single Series I Bond shall be identified by the number I-1 and
         shall upon issuance be delivered by the Company to, and registered in
         the name of, the Administrative Agent, on behalf of itself and the
         Banks, and shall be transferable only as required to effect an
         assignment thereof to a successor or an assign of the Administrative
         Agent under the Credit Agreement and provided that all obligations of
         the Administrative Agent under the Pledge Agreement (as defined below)
         shall also be transferred to, and assumed by, any such successor or
         assign. The Series I Bonds are to be issued to the Administrative Agent
         as security for the payment by the Company of its Obligations (as
         defined in the Pledge Agreement). The single Series I Bond shall be
         held by the Administrative Agent subject to the terms of the Pledge
         Agreement, dated as of November 12, 2002, between the Company and the
         Administrative Agent (the "Pledge Agreement").

         Series I Bonds issued upon transfer shall be numbered consecutively
         from I-2 upwards and issued in the same $1,310,000,000 denomination
         but, to the extent that the Loans are repaid, the registered holder
         thereof shall duly note on the Series I Bonds like reduction in the
         amount of principal in the Schedule of Prepayments to such Series I
         Bond and upon any transfer of said Series I Bond, such Schedule of
         Prepayments shall transfer to the subsequently issued Series I Bond.
         See also subsection (19) below.

         (18)     Not applicable.

         (19)     The holder of the Series I Bond by acceptance of the Series I
         Bond agrees to restrictions on transfer and to waivers of certain
         rights of exchange as set forth herein. The Series I Bonds have not
         been registered under the Securities Act of 1933 and may not be
         offered, sold or otherwise transferred in the absence of such
         registration or an applicable exemption therefrom. No service charge
         shall be made for the registration of transfer or exchange of the
         Series I Bonds, or any Tranche thereof; provided, however, that the
         Company may require payment of a sum sufficient to cover any tax or
         other governmental charge payable in connection with the exchange or
         transfer.

         (20)     For purposes of the Series I Bonds, "Business Day" shall mean
         a day other than a Saturday, Sunday or other day on which commercial
         banks in New York City are authorized or required by law to close.

         (21)     Not Applicable.

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         (22)     The Trustee may conclusively presume that the obligation of
         the Company to pay the principal of and interest on the Series I Bond
         shall have been fully satisfied and discharged unless and until it
         shall have received a written notice from the Administrative Agent,
         signed by an authorized officer of the Administrative Agent and
         attested by the Secretary or an Assistant Secretary of the
         Administrative Agent within 90 days after the applicable Interest
         Payment Date, stating that the payment of principal of or interest on
         the Series I Bond has not been fully paid when due and specifying the
         amount of funds required to make such payment.

         The Series I Bonds shall have such other terms and provisions as are
         provided in the form thereof attached hereto as Exhibit A, and shall be
         issued in substantially such form.

2.       The undersigned has read all of the covenants and conditions contained
in the Indenture, and the definitions in the Indenture relating thereto,
relating to the issuance of the Series I Bonds and in respect of compliance with
which this certificate is made.

3.       The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and
employees of the Company familiar with the matters set forth herein.

4.       In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenants and conditions have been complied with.

         In the opinion of the undersigned, such conditions and covenants have
been complied with.

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         IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate on this 12th day of November, 2002.

                                By: /s/ Marc Kilbride
                                    -------------------------------------------
                                    Name:  Marc Kilbride
                                    Title: Vice President and Treasurer

Acknowledged and Received on
November 12, 2002

JPMORGAN CHASE BANK,
as Trustee

By: /s/ Ronda L. Parmen
    --------------------------------------
Name:  Ronda L. Parmen
Title: Vice President and Treasurer

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                                    EXHIBIT A

                                  FORM OF BOND

<PAGE>

NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON
TRANSFER AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE
BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE
WITH APPLICABLE SECURITIES LAWS.

THIS BOND IS NOT TRANSFERABLE EXCEPT AS COLLATERAL TO A SUCCESSOR OR ASSIGN OF
THE ADMINISTRATIVE AGENT UNDER THE COLLATERAL AGREEMENT REFERRED TO HEREIN AMONG
THE COMPANY AND THE SEVERAL PARTIES THERETO.

                    CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
             General Mortgage Bonds, Series I, due November 12, 2005

<TABLE>
<S>                              <C>                <C>                     <C>
Original Interest Accrual Date:  November 12, 2002  Redeemable by Company:  Yes _ No X
Stated Maturity:                 November 12, 2005  Redemption Date:  N/A
Interest Rate:                   See below          Redemption Price: N/A
Interest Payment Dates:          See below
Regular Record Dates:            N/A
</TABLE>

            This Security is not an Original Issue Discount Security
              within the meaning of the within-mentioned Indenture.

                          -----------------------------

Principal Amount
$1,310,000,000                                                         No. I-1

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a limited liability company duly
organized and existing under the laws of the State of Texas (herein called the
"Company," which term includes any successor under the Indenture referred to
below), for value received, hereby promises to pay to Credit Suisse First
Boston, as Administrative Agent (the "Administrative Agent"), or its registered
assigns, on behalf of itself and the Banks (as defined below), the principal sum
of ONE BILLION THREE HUNDRED TEN MILLION DOLLARS, or such lesser principal
amount as shall be equal to the aggregate principal amount of Loans (as defined
in the Credit Agreement defined below) outstanding from time to time under the
Credit Agreement (as defined below), in whole or in installments on such date or
dates as the Company has any obligations under the Credit Agreement to repay any
Loans to the Banks (whether upon scheduled maturity, required prepayment,
acceleration, demand or otherwise), but not later than the Stated Maturity
specified above. The amount of principal of this Bond payable by the Company on
any such date shall equal the aggregate principal amount of the Loans due and
payable on such date pursuant to the Credit Agreement (but, in no event, shall
exceed the principal amount of this Bond). The obligation of the Company to make
any payment of the principal on this Bond shall be fully or partially, as the
case may be, deemed to have been paid or otherwise satisfied and discharged to
the extent that the Company has paid the principal then due and payable on the
Loans made pursuant to the Credit Agreement.

Interest shall be payable on this Bond on each Interest Payment Date (as
hereinafter defined) at such rate per annum as shall cause the amount of
interest payable on such Interest Payment Date on this Bond to equal the amount
of interest payable on such Interest Payment Date under the Credit Agreement.
Such interest shall be payable on the same dates as interest is payable from
time to time in respect of the Loans pursuant to the Credit Agreement (each such
date herein called an "Interest Payment Date"), until the maturity of this Bond,
or, if the Company shall default in the payment of the principal due on this
Bond, until the Company's obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture. The amount of
interest payable from time to time under

<PAGE>

the Credit Agreement, the basis on which such interest is computed and the dates
on which such interest is payable are set forth in the Credit Agreement. This
Bond shall bear interest (a) from the date of initial authentication of this
Bond to but excluding the Interest Payment Date next succeeding, and (b) from
each Interest Payment Date to but excluding the Interest Payment Date next
succeeding. The obligation of the Company to make any payment of interest on
this Bond shall be fully or partially, as the case may be, deemed to have been
paid or otherwise satisfied and discharged to the extent that the Company has
paid the interest on the Loans then due and payable pursuant to the Credit
Agreement.

This Bond is issued to the Administrative Agent by the Company pursuant to the
Company's obligations under the Credit Agreement, dated as of November 12, 2002
(as amended, supplemented, restated or otherwise modified from time to time, the
"Credit Agreement"), among the Company, Credit Suisse First Boston, as
Administrative Agent, and the banks and other financial institutions from time
to time parties thereto (the "Banks"). This Bond shall be held by the
Administrative Agent subject to the terms of the Pledge Agreement, dated as of
November 12, 2002, between the Company, the Administrative Agent and the
Administrative Agent in such capacity under the Credit Agreement. Any
capitalized terms used herein and not defined herein shall have the meanings
specified in the Indenture (as defined below), unless otherwise noted.

The Administrative Agent shall surrender this Bond to the Trustee when all of
the principal of and interest on the Loans made pursuant to the Credit Agreement
shall have been duly paid and the Credit Agreement shall have been terminated.

Payments of the principal of and interest on this Bond shall be made at the
Corporate Trust Office of JPMorgan Chase Bank, as Trustee, located at 600 Travis
Street, Suite 1150, Houston, Texas 77002, or at such other office or agency as
may be designated for such purpose by the Company from time to time. Payment of
the principal of and interest on this Bond, as aforesaid, shall be made in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.

This Bond is one of a duly authorized issue of securities of the Company (herein
called the "Securities"), issued and issuable in one or more series under and
equally secured by a General Mortgage Indenture, dated as of October 10, 2002
(such Indenture as originally executed and delivered and as supplemented or
amended from time to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein called the
"Indenture"), between the Company and 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 description of the property mortgaged, pledged and held in
trust, the nature and extent of the security and the respective rights,
limitations of rights, duties and immunities of the Company, the Trustee and the
Holders of the Securities thereunder and of the terms and conditions upon which
the Securities are, and are to be, authenticated and delivered and secured. The
acceptance of this Bond shall be deemed to constitute the consent and agreement
by the Holder hereof to all of the terms and provisions of the Indenture. This
Bond is one of the series designated above.

The Bonds of this series will not be entitled to the benefit of any sinking fund
or voluntary redemption provisions.

If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Bond 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 Trustee
to enter into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; PROVIDED, HOWEVER, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that if the Securities of any
series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the

<PAGE>

Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities then Outstanding, on behalf of the Holders of all Securities, 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 Bond shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond and of any Security
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Bond.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Security Register, upon
surrender of this Bond for registration of transfer at the Corporate Trust
Office of JPMorgan Chase Bank in Houston, Texas or such other office or agency
as may be designated by the Company from time to time, 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 Bonds of this
series of authorized denominations and of like tenor and aggregate principal
amount, will be issued to the designated transferee or transferees.

This Bond has been issued by the Company to the Administrative Agent for the
benefit of the holders of the Loans to (i) provide security for the payment of
the Company's obligations on the Loans under the Credit Agreement and (ii)
provide to the holders of such Loans the benefits of the security provided for
this Bond pursuant to the Indenture.

The Company, the Trustee and any agent of the Company or the Trustee may deem
and treat the person in whose name this Bond shall be registered upon the
Security Register for the Bonds of this series as the absolute owner of such
Bond for the purpose of receiving payment of or on account of the principal of
and interest on this Bond and for all other purposes, whether or not this Bond
be overdue, and neither the Company nor the Trustee shall be affected by any
notice to the contrary; and all such payments so made to such registered owner
or upon his order shall be valid and effectual to satisfy and discharge the
liability upon this Bond to the extent of the sum or sums paid.

The Trustee may conclusively presume that the obligation of the Company to pay
the principal of and interest on this Bond shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the
Administrative Agent, signed by an authorized officer of the Administrative
Agent and attested by the Secretary or an Assistant Secretary of the
Administrative Agent within 90 days after the applicable Interest Payment Date,
stating that the payment of principal of or interest on this Bond has not been
fully paid when due and specifying the amount of funds required to make such
payment.

Before any transfer of this Bond by the registered holder or his or its legal
representative will be recognized or given effect by the Company or the Trustee,
the registered holder shall note the amounts of all reductions in the principal
of the Loans under the Credit Agreement, and shall notify the Company and the
Trustee of the name and address of the transferee and shall afford the Company
and the Trustee the opportunity of verifying the notation as to such reductions.
By acceptance hereof the holder of this Bond and each transferee shall be deemed
to have agreed to indemnify and hold harmless the Company and the Trustee
against all losses, claims, damages or liability arising out of any failure on
part of the holder or of any such transferee to comply with the requirements of
the preceding sentence.

No recourse under or upon any obligation, covenant or agreement contained in the
Indenture or in any indenture supplemental thereto, or in any Bond or coupon
thereby secured, or because of any indebtedness thereby secured, shall be had
against any incorporator, member, manager, stockholder, officer, director or
employee, as such, past, present or future, of the Company or any predecessor or
successor corporation or company, either directly or through the Company or any
predecessor or successor corporation or company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture, any indenture supplemental thereto and the obligations thereby
secured, are solely corporate obligations of the Company, and that no personal
liability whatsoever shall attach to, or be incurred by, such incorporators,
members, managers, stockholders, officers, directors or employees, as such, of
the Company or of any predecessor or successor corporation or company, or any of
them, because of the creation of

<PAGE>

the indebtedness thereby authorized, or under or by reason of any of the
obligations, covenants or agreements contained in the Indenture or in any
indenture supplemental thereto or in any of the Bonds or coupons thereby
secured, or implied therefrom.

This Bond shall be governed by and construed in accordance with the law of the
State of New York except as provided in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee
or an Authenticating Agent by manual signature, this Bond shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

            [The remainder of this page is intentionally left blank.]

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

                                        By: ____________________________________
                                            Name:
                                            Title:

                          CERTIFICATE OF AUTHENTICATION

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

Date of Authentication: November __, 2002

                                        JPMORGAN CHASE BANK, as Trustee

                                        By: ____________________________________
                                            Authorized Signatory