exhibit10ii2.htm


    Exhibit
10(ii)(2)

    


    FIRST
AMENDMENT TO

    EXECUTIVE
BENEFITS PLAN AGREEMENT

     

    THIS FIRST AMENDMENT TO EXECUTIVE
BENEFITS PLAN AGREEMENT (the “Amendment”) by and between CenterPoint Energy, Inc., a
Texas corporation (the “Company”), and David M. McClanahan
(“Employee”);

     

    W I T N E S S E T H:

     

    WHEREAS, effective August 24,
1993, the Company (as successor to Houston Lighting & Power Company) and
Employee entered into an Executive Benefits Plan Agreement (the “Agreement”)
pursuant to which Employee is eligible for certain supplemental disability
benefits, salary continuation benefits and supplemental death benefits in
accordance with the terms and conditions of the CenterPoint Energy, Inc.
Executive Benefits Plan (the “Plan”); and

     

    WHEREAS, the Company and
Employee desire to amend the Agreement to eliminate the supplemental disability
benefits provided thereunder; and

     

    WHEREAS, Section 14 of the
Agreement provides that the Agreement may be amended only by the written
agreement of the Company and Employee;

     

    NOW, THEREFORE, in
consideration of the premises and the agreements hereinafter contained,
effective as of December 31, 2008, the parties agree to amend the Agreement as
set forth below:

     

    1.           Paragraph
2 of the Agreement is hereby amended to read as follows:

     

    “2.           Benefits.  Subject
to the conditions set forth in Paragraph 3 hereof and all other terms and
conditions of the Plan and this Agreement, the Company agrees as
follows:

     

    (a)           Salary Continuation
Benefits.  If the Employee dies during the period of his
employment as an officer of the Company, then the Company shall pay to the
Employee’s Beneficiary the following:

     

    (i)           100%
of the Employee’s monthly salary at the time of his death shall be paid each
month for 12 months; and then

     

    (ii)           50%
of the Employee’s monthly salary at the time of his death shall be paid each
month for the next 108 months or until the first day of the month in which the
Employee would have attained age 65, whichever is later.

     

    
      
         


      

      
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    Such
monthly salary continuation payments shall commence in the month following the
month in which the Employee’s death occurs and shall be made by the Company to
the Employee’s Beneficiary, who shall be designated in writing or otherwise
determined as provided in Paragraph 10 below.

     

    (b)           Supplemental Death
Benefits.  If the Employee continues his employment as an
officer of the Company until his retirement on or after attaining age 65, then,
commencing in the month following the month in which Employee’s death occurs the
Company shall pay to his designated Beneficiary, determined in accordance with
the provision of Paragraph 10 below, 50% of the Employee’s monthly salary at the
time of his retirement for a period of 72 months.

     

    (c)           For
purposes of this Agreement, the Employee’s monthly salary shall include any
salary deferral under the CenterPoint Energy 2005 Deferred Compensation
Plan (or successor deferred compensation plan).”

     

    2.           Paragraph
9 of the Agreement is hereby amended to delete each use of the term “disability”
therein.

     

    3.           Paragraph
16 of the Agreement is hereby amended to replace each use of the term
“recipient” with the term “Beneficiary” therein.

     

    4.           The
Agreement is hereby amended to add new Paragraph 19 to read as
follows:

     

    “19.           Death Benefit
Plan.  This Agreement provides death benefits under a “death
benefit plan” for the benefit of Employee.  Accordingly, any benefits
provided under this Agreement are not subject to Section 409A of the Internal
Revenue Code.”

     

    [Signature
Page to Follow]

     

     

     

     

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Amendment (in multiple copies) on the date indicated
below, but effective as set forth above.

     

    
      	 
      	
                       CENTERPOINT ENERGY,
      INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                       By:

            	
              /s/
      Milton Carroll

            
	 
      	 
      	
              Milton
      Carroll

            
	 
      	 
      	
              Chairman,
      Board of Directors

            
	 
      	 
      	 
      
	 
      	
                       Date:  
      

            	
              December
      3, 2008

            
	 
      	 
      	 
      
	
              ATTEST:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Richard Dauphin

            	 
      	 
      
	
              Richard
      Dauphin

            	 
      	 
      
	
              Assistant
      Corporate Secretary

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
                       EMPLOYEE

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                       By:

            	
              /s/
      David M. McClanahan

            
	 
      	 
      	
              David
      M. McClanahan

            
	 
      	 
      	 
      
	 
      	
                       Date:

            	
              December
      8, 2008

            
	 
      	 
      	 
      
	 
      	
                       EMPLOYEE’S
      SPOUSE

            
	 
      	 
      	 
      
	 
      	
                       By:

            	
              /s/
      Becky McClanahan

            
	 
      	 
      	
              Employee’s
      Spouse

            
	 
      	 
      	 
      
	 
      	
                       Date:

            	
              December
      8, 2008

            


    

     

     

     

    
 


    
      
         


      

      
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