exv10w1







Exhibit 10.1




CENTERPOINT ENERGY, INC.

SHORT TERM INCENTIVE PLAN

(As Amended and Restated Effective January 1, 2003)




Second Amendment




          WHEREAS, CenterPoint Energy, Inc., a Texas corporation (the “Company”), having reserved the
right under Section 13 of the CenterPoint Energy, Inc. Short Term Incentive Plan, as amended and
restated effective January 1, 2003, as amended thereafter (the “Plan”), to amend the Plan, does
hereby amend the Plan, effective as of the dates specified herein, as follows:




          1. Effective as of January 1, 2009, the definition of “Retirement Plan” in Section 2 of the
Plan is hereby amended to read as follows:





     “Retirement Plan: CenterPoint Energy Retirement Plan, as amended and
restated effective January 1, 2009, and as thereafter amended.”



          2. Effective as of January 1, 2010, the definition of Section 2 of the Plan is hereby amended
to add a new definition of “Retirement Date” as follows:





     “Retirement Date: A Participant’s date of termination of employment
with his Employer (and all other Employers and affiliates of the Company) that is on
or after the date on which he has (i) attained age 55 and (ii) completed five years
of ‘Vesting Service’ (as defined in the Retirement Plan).”



          3. Effective as of January 1, 2010, Section 4(1) of the Plan is hereby amended to read as
follows:





     “(1) Retirement, Death or Disability:




     (i) Retirement: If, during the Plan Year, a Participant (A)
was employed by an Employer for at least 90 calendar days and (B)
terminates on his Retirement Date, then the Participant shall
nonetheless receive a payment of the Award (if any) based on the
Committee’s determination of actual achievement of the Performance
Goals with respect to the Participant’s Award and his Compensation
earned during such Plan Year prior to the Participant’s Retirement
Date. Payments under this clause (i) shall be made as provided in
Section 8(b).



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     (ii) Death or Disability: If, during the Plan Year, a
Participant dies or terminates employment under circumstances
establishing eligibility for disability benefits under the Company’s
long-term disability plan, then the Participant shall nonetheless
receive payment of the Award the Participant would have received had
the goals with respect to the Participant’s Award been met at the
target level based on his Compensation earned prior to the
Participant’s death or disability. Payments under this clause (ii)
shall be made as soon as practicable following the date of the
Participant’s death or disability, but no later than 30 days after
the date of the Participant’s retirement, death or disability.”



          IN WITNESS WHEREOF, CenterPoint Energy, Inc. has caused these presents to be executed by its
duly authorized officer in a number of copies, all of which shall constitute one and the same
instrument, which may be sufficiently evidenced by any executed copy
hereof, on this 14th day of
December 2009, but effective as specified above.




	 	 	 	 	 
	 	CENTERPOINT ENERGY, INC.

 	 
	 	By  	/s/ David M. McClanahan
 	 
	 	 	David M. McClanahan 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	/s/ Richard Dauphin
 	 	 
	Richard Dauphin, 	 	 
	Assistant Corporate Secretary 	 	 
	 




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