exhibit1012ndamendmentto






          CENTERPOINT ENERGY SAVINGS RESTORATION PLAN                          (Effective as of January 1, 2008)                                                                       Second Amendment         WHEREAS,   CenterPoint  Energy,  Inc. (the  “Company”)  maintains  the  CenterPoint   Energy Savings Restoration Plan, effective as of January 1, 2008 (the “Plan”) for the benefit of   its eligible employees; and          WHEREAS, the Company desires to amend the Plan in certain respects;         NOW, THEREFORE, the Company, having reserved the right under Section 6.2 thereof   to amend the Plan, does hereby amend the Plan, effective as of January 1, 2020, as follows:        1.    Section 4.1(a) of the Plan is amended to read as follows:              (a)   Benefit  Formula.  For  each  Plan  Year  after the  2019 Plan  Year,       provided that the Participant is actively employed by an Employer on December       31st of the Plan Year (except as provided below), such Participant’s Plan account       shall be credited for such Plan Year with  a “Plan Benefit” equal to the amount       resulting from the following formula:              Plan Benefit = [((A - B) x C) + ((A - B) x D) + ((A - B) x E)]                   where:               “A”  is  equal  to  the  Participant’s  Compensation  for  the  Plan  Year                   determined without regard to the Section 401(a)(17) Limit for the                   Plan Year;               “B”  is equal to the Section 401(a)(17) Limit for the Plan Year;               “C”  is equal to the effective employer matching contribution percentage                   applicable  to  the  Participant under  the  Savings  Plan  for  the  Plan                   Year; and              “D”   is equal to the employer non-matching contribution percentage, if                   any, applicable to the Participant under the Savings Plan for the Plan                   Year (excluding any discretionary percentage); and              “E”   is  equal  to  a  discretionary  percentage,  if  any,  approved  by  the                   Committee or the Chief Executive Officer of the Company for the                   Savings Plan and/or for the Plan for the Plan Year.              The non-discretionary employer matching and non-matching portions of the                                       - 1 - 





 






       Plan Benefit for a Plan Year shall be credited to the Participant’s account as soon         as practicable after the end of the Plan Year, but in no event later than 60 days after         the end of such Plan Year. The discretionary portion of the Plan Benefit for a Plan         Year shall be credited to the Participant’s account as soon as practicable after the         discretionary percentage (if any) has been approved for the Plan Year, but in no         event later than 60 days after such approval date. A person who has a Separation         from Service prior to December 31st of a Plan Year shall not receive a Plan Benefit         for such Plan Year unless such person during such Plan Year commenced during         and is on as of December 31st of such Plan Year, (i) an Employer authorized leave         of absence or (ii) a disability leave of absence (whether short-term or long-term         disability) under a disability plan or program of the Company or an Employer (and         only for the Plan Year  during which such  eligible leave under  clause  (i) or (ii)         commences).         IN WITNESS WHEREOF, CenterPoint Energy, Inc. has executed these presents as evidenced   by the signature of its officer affixed hereto, which may be sufficiently evidenced by any executed   copy hereof, this 11th day of December, 2019, but effective as set forth above.                                                                                                                   CENTERPOINT ENERGY, INC.                                                                              By:  /s/ Scott M. Prochazka                                           Scott M. Prochazka                                           President and Chief Executive Officer                                             ATTEST:    By:  /s/ Vincent A. Mercaldi        Vincent A. Mercaldi        Corporate Secretary                                                                                                                                  - 2 -