exhibit4e32.htm


    Exhibit 4(e)(32)

     

    CENTERPOINT
ENERGY HOUSTON ELECTRIC, LLC

     

    OFFICER’S
CERTIFICATE

     

    January 9,
2009

     

     

    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 sole Manager of the
Company dated January 6, 2009, and Sections 105, 201, 301, 401(1), 401(5),
403(2)(B) and 1403 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 The Bank of New York Mellon Trust
Company, National Association (successor in trust to 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 twenty-first series to be issued under the Indenture shall be
designated as the “7.00% General Mortgage Bonds, Series U, due 2014” (the
“Series U Bonds”), as set forth in the Twenty-First Supplemental Indenture,
dated as of the date hereof, between the Company and the Trustee.

     

    (2)           The
Trustee shall authenticate and deliver Series U Bonds for original issue on
January 9,
2009 (the “Issue Date”) in the aggregate principal amount of
$500,000,000, upon a Company Order for the authentication and delivery thereof
and satisfaction of Section 401 of the Indenture.

     

    (3)           Interest
on the Series U Bonds shall be payable to the Persons in whose names such
Securities are registered at the close of business on the Regular Record Date
for such interest (as specified in (5) below), except as otherwise expressly
provided in the form of such Securities attached hereto as Exhibit
A.

     

    (4)           The
Series U Bonds shall mature and the principal thereof shall be due and
payable together with all accrued and unpaid interest thereon on March 1,
2014.

     

    (5)           The
Series U Bonds shall bear interest at the rate of 7.00% per
annum.  Interest shall accrue on the Series U Bonds from the
Issue Date, or the most recent date to which interest has been paid or duly
provided for.  The Interest Payment Dates for the Series U Bonds
shall be March 1 and September 1 in each year commencing September 1, 2009, and
the Regular Record Dates with respect to the Interest Payment Dates for the
Series U Bonds shall be the February 15 and August 15,
respectively, immediately preceding each Interest Payment Date (whether or not a
Business Day); provided 

     

    
      
        
        

      

      
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     however
that interest payable at maturity, upon redemption or when principal is
otherwise due will be payable to the Holder to whom principal is
payable.

     

    (6)           The
Corporate Trust Office of The Bank of New York Mellon Trust Company, National
Association in Houston, Texas shall be the place at which (i) the principal
of  and premium, if any, and interest on the Series U Bonds shall
be payable, (ii) registration of transfer of the Series U Bonds may be
effected, and (iii) exchanges of the Series U Bonds may be effected; and
the Corporate Trust Office of The Bank of New York Mellon Trust Company,
National Association in Houston, Texas shall be the place at which notices and
demands to or upon the Company in respect of the Series U Bonds and the
Indenture may be served; and The Bank of New York Mellon Trust Company, National
Association shall be the Security Registrar for the Series U 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 U Bonds.

     

    (7)           The
Series U Bonds shall be redeemable, at the option of the Company, at any
time or from time to time, in whole or in part, at a price equal to the greater
of (i) 100% of the principal amount of the Series U Bonds to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Series U Bonds to be redeemed (not including
any portion of such payments of interest accrued to the Redemption Date)
discounted to the date of redemption (the “Redemption Date”) on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate plus 50 basis points; plus, in each case, accrued and
unpaid interest on the principal amount being redeemed to the Redemption
Date.

     

    “Treasury
Rate” means, with respect to any Redemption Date the yield, under the heading
which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated “H.15 (519)” or any
successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or if such release (or any
successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate will be calculated on the third Business Day
preceding the Redemption Date.

     

    
      
         


      

      
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    “Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term
(“remaining life”) of the Series U Bonds to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Series U Bonds.

     

    “Comparable
Treasury Price” means (1) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.

     

    “Independent
Investment Banker” means Credit Suisse Securities (USA) LLC or UBS Securities
LLC in each case as specified by the Company, or if these firms are unwilling or
unable to select the Comparable Treasury Issue, an independent investment
institution of national standing selected by the Company.

     

    “Reference
Treasury Dealer” means (1) Credit Suisse Securities (USA) LLC or UBS Securities
LLC and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company will substitute therefor
another Primary Treasury Dealer and (2) any other three Primary Treasury Dealers
selected by the Company after consultation with the Independent Investment
Banker.

     

    “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker at 5:00 p.m., New York City time,
on the third business day preceding such Redemption Date.

     

    The
Trustee will mail a notice of redemption to each holder of Series U Bonds
to be redeemed by first-class mail at least 30 and not more than 60 days prior
to the date fixed for redemption. Unless the Company defaults on payment of the
redemption price, interest will cease to accrue on the Series U Bonds or
portions thereof called for redemption on the Redemption Date. If fewer than all
of the Series U Bonds are to be redeemed, the Trustee will select, not more
than 60 days prior to the Redemption Date, the particular Series U Bonds or
portions thereof for redemption from the outstanding Series U Bonds not
previously called by such method as the Trustee deems fair and
appropriate.  The Trustee may select for redemption Series U
Bonds and portions of Series U Bonds in amounts of $1,000 or whole
multiples of $1,000.

     

    (8)           
 Not applicable.

     

    (9)            
Not applicable.

     

    (10)           Not
applicable.

     

    (11)           Not
applicable.

     

    (12)           Not
applicable.

     

    
      
         


      

      
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    (13)           See
subsection (7) above.

     

    (14)           Not
applicable.

     

    (15)           Not
applicable.

     

    (16)           Not
applicable.

     

    (17)           The
Series U Bonds shall be issuable in whole or in part in the form of one or more
Global Securities (as defined below). The Depositary Trust Company shall
initially serve as Depositary (as defined below) with respect to the Global
Securities.  “Depositary” means, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as depositary for such Securities. “Global Security” means a
Security that evidences all or part of the Securities of a series and bears a
legend in substantially the following form:

     

    THIS
SECURITY IS IN GLOBAL FORM 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.

     

    The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

     

    (1) Each
Global Security authenticated under the Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
the Indenture.

     

    (2)
Notwithstanding any other provision in the Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee thereof unless
(A) the Company has notified the Trustee that the Depositary is unwilling or
unable to continue as Depositary for such Global Security, the Depositary
defaults in the performance of its duties as Depositary, or the Depositary has
ceased to be a clearing agency registered under the Exchange Act, in each case,
unless the Company has approved a successor Depositary within 90 days, (B) the
Company in its sole discretion determines that such Global Security will be so
exchangeable or transferable or (C) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this
purpose as contemplated by the Indenture.

     

    (3)
Subject to Clause (2) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in
exchange for a

     

    
      
        
        

      

      
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    Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

     

    (4) Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to Sections 304, 305, 306, 507 or 1406 of the Indenture or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

     

    (18)           Not
applicable.

     

    (19)           Not
applicable.

     

    (20)           For
purposes of the Series U Bonds, “Business Day” shall mean any day, other
than Saturday or Sunday, on which commercial banks and foreign exchange markets
are open for business, including dealings in deposits in U.S. dollars, in New
York, New York.

     

    (21)           Not
applicable.

     

    (22)           The
Series U 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 U 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.

     

    5.           To
my knowledge, no Event of Default has occurred and is continuing.

     

    6.           The
execution of the Twenty-First Supplemental Indenture, dated as of the date
hereof, between the Company and the Trustee is authorized or permitted by the
Indenture.

     

    7.           With
respect to Section 403(2)(B) of the Indenture, First Mortgage Bonds, 7 3/4%
Series due March 15, 2023 having an aggregate principal amount of $120,865,000
out of $250,000,000, First Mortgage Bonds, 8 3/4% Series due March 1, 2022
having an aggregate principal amount of $62,275,000 out of $100,000,000, First
Mortgage Bonds, Medium-Term Note 10% Series due February 1, 2028 having an
aggregate principal amount of $75,000,000 out of $400,000,000 and General
Mortgage Bonds, Series N due November 14, 2007 having an aggregate principal
amount of $241,860,000 out of $1,310,000,000 (collectively, the “Retired
Mortgage Bonds”), have heretofore been authenticated and delivered and as of the
date of this certificate, constitute Retired Securities.  $500,000,000
aggregate principal amount of such Retired Mortgage Bonds are the basis for the
authentication and delivery of $500,000,000 aggregate principal amount of the
Series U Bonds.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on this
9th day of January, 2009.

    
 

    


    
      	 
      	
               /s/
      Marc Kilbride

            
	 
      	
              Name:
      Marc Kilbride

            
	 
      	
              Title:
      Vice President and Treasurer

            


    

    


    Acknowledged
and Received on

    January 9,
2009

    


    THE BANK
OF NEW YORK

    MELLON
TRUST COMPANY,

    NATIONAL
ASSOCIATION,

    as
Trustee

    


    


    


    
      	
               /s/
      Marcella Burgess

            	 
      
	
              Name:
      Marcella Burgess

            	 
      
	
              Title:
      Vice President and Treasurer

            	 
      


    

     

    
      
         


      

      
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    EXHIBIT
A

     

    FORM
OF BOND

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
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    THIS
SECURITY IS IN GLOBAL FORM 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.

     

    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to CenterPoint Energy Houston
Electric, LLC 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 HOUSTON ELECTRIC, LLC

    7.00%
General Mortgage Bonds, Series U, due 2014

    


    


    
      
        
          
            
              	
                      Original
      Interest Accrual Date: January 9, 2009

                      Stated
      Maturity: March 1, 2014

                      Interest
      Rate: 7.00%

                      Interest
      Payment Dates: March 1 and September 1

                      Regular
      Record Dates:  February 15 and August 15

                      immediately preceding the
      respective Interest

                      Payment Date

                    	
                      Redeemable:                                Yes           [X]           No
      [  ]

                      Redemption
      Date: At any time.

                      Redemption
      Price: the greater of (i) 100% of the

                      principal amount of this
      Security or the portion hereof

                      to be redeemed or (ii) the sum
      of the present values of

                      the remaining scheduled
      payments of principal and

                      interest on this Security or
      the portion thereof to be

                      redeemed (not including any
      portion of such payments

                      of interest accrued to the
      Redemption Date)

                      discounted to the Redemption
      Date on a semiannual

                      basis at the applicable
      Treasury Rate plus 50 basis

                      points plus, in each case,
      accrued and unpaid interest

                      to the Redemption Date on the
      principal amount being

                      redeemed

                    


            

          

        

      

    

    


    


    This
Security is not an Original Issue Discount Security

    within
the meaning of the within-mentioned Indenture.

    


    _____________________________

    


    
      	
              Principal
      Amount

            	
              Registered
      No. T-1

            
	
              $500,000,000*

            	
              CUSIP
      15189X AJ7

            


    

    


    


    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

    


    ***CEDE
& Co.***

     

    

      

        
        * Reference is made to Schedule A
attached hereto with respect to decreases and increases in the aggregate
principal amount of Securities evidenced hereby.

         

      

    

    
      
        
        

      

      
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    , or its
registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS, on the
Stated Maturity specified above, and to pay interest
thereon from the Original Interest Accrual Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on the Interest Payment Dates specified above in
each year, commencing on September 1, 2009, and at Maturity, at the Interest
Rate per annum specified above, until the principal hereof is paid or duly
provided for.  The interest so payable, and paid or duly provided for,
on any Interest Payment Date shall, 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 specified
above (whether or not a Business Day) next preceding such Interest Payment
Date.  Notwithstanding the foregoing, interest payable at Maturity
shall be paid to the Person to whom principal shall be paid.  Except
as otherwise provided in said Indenture, any such interest not so paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may 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 of which 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 on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

    


    Payment
of the principal of and premium, if any, on this Security and interest hereon at
Maturity shall be made upon presentation of this Security at the office of the
Corporate Trust Administration of The Bank of New York Mellon Trust Company,
National Association, located at 601 Travis Street, 16th Floor, 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 interest on this Security
(other than interest at Maturity) shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register, except that if such Person shall be a securities depositary, such
payment may be made by such other means in lieu of check, as shall be agreed
upon by the Company, the Trustee and such Person. Payment of the principal of
and premium, if any, and interest on this Security, 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
Security 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,
as supplemented and amended (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 The Bank of New York
Mellon Trust Company, National Association (successor in trust to JPMorgan Chase
Bank), 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 Security shall be
deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture.  This Security is one of
the series designated above.

    


    If any
Interest Payment Date, any Redemption Date or the Stated Maturity shall not be a
Business Day (as hereinafter defined), payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day; and, if
such payment is made or duly provided for on such Business Day, no interest
shall accrue on such amounts for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, to such Business
Day.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

    


    This
Security is subject to redemption, at the option of the Company, at any time or
from time to time, in whole or in part, at a price equal to the greater of (i)
100% of the principal amount of this Security (or the portion hereof to be
redeemed) or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on this Security (or such portion to be
redeemed) (not including any portion of such payments of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of 

    
      
        
        

      

      
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    twelve
30-day months) at the applicable Treasury Rate plus 50 basis points; plus, in
each case, accrued and unpaid interest on the principal amount being redeemed to
the Redemption Date.  The Trustee shall have no responsibility for the
calculation of such amount.

    


    “Treasury Rate” means, with respect to
any Redemption Date the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published
statistical release designated “H.15 (519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the remaining life (as defined below),
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Rate will be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month); or if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.  The
Treasury Rate will be calculated on the third Business Day preceding the
Redemption Date.

    


    “Comparable Treasury Issue” means the
U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term (“remaining life”) of this Security to
be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of this
Security.

    


    “Comparable Treasury Price” means (1)
the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
quotations.

    


    “Independent Investment Banker” means
Credit Suisse Securities (USA) LLC or UBS Securities LLC in each case as
specified by the Company, or if these firms are unwilling or unable to select
the Comparable Treasury Issue, an independent investment institution of national
standing selected by the Company.

    


    “Reference Treasury Dealer” means (1)
Credit Suisse Securities (USA) LLC or UBS Securities LLC and their respective
successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”), the
Company will substitute therefor another Primary Treasury Dealer and (2) any
other three Primary Treasury Dealers selected by the Company after consultation
with the Independent Investment Banker.

    


    “Reference Treasury Dealer Quotations”
means with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date.

    


    The
Trustee will mail a notice of redemption to each Holder of Securities to be
redeemed by first-class mail at least 30 and not more than 60 days prior to the
date fixed for redemption. Unless the Company defaults on payment of the
redemption price, interest will cease to accrue on the Securities or portions
thereof called for redemption on the Redemption Date. If fewer than all of the
Securities of this series are to be redeemed, the Trustee will select, not more
than 60 days prior to the Redemption Date, the particular Securities of this
series or portions thereof for redemption from the outstanding Securities of
this series not previously called by such method as the Trustee deems fair and
appropriate.  The Trustee may select for redemption Securities of this
series and portions of Securities of this series in amounts of $1,000 or whole
multiples of $1,000.

    


    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 

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    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 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 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 therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

    


    As
provided in the Indenture and subject to certain limitations therein set forth,
this Security or any portion of the principal amount hereof will be deemed to
have been paid for all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company's entire
indebtedness in respect thereof will be satisfied and discharged, if there has
been irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust, money in an amount which will be sufficient and/or Eligible
Obligations, the principal of and interest on which when due, without regard to
any reinvestment thereof, will provide moneys which, together with moneys so
deposited, will be sufficient to pay when due the principal of and interest on
this Security when due.

    


    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 Corporate Trust
Office of The Bank of New York Mellon Trust Company, National Association 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 Securities of this series of authorized
denominations and of like tenor and aggregate principal amount, will be issued
to the designated transferee or transferees.

    


    The
Securities of this series are issuable only as registered Securities, without
coupons, and in denominations of $1,000 and integral multiples of $1,000 in
excess 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 the same series and Tranche, of any
authorized denominations, as requested by the Holder surrendering the same, and
of like tenor upon surrender of the Security or Securities to be exchanged at
the office of The Bank of New York Mellon Trust Company, National Association in
Houston, Texas, or such other office or agency as may be designated by the
Company from time to time.

    


    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 absolute 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 are not entitled to the benefit of any sinking fund.

    


    As used
herein, “Business Day” shall mean any day, other than Saturday or Sunday, on
which commercial banks and foreign exchange markets are open for business,
including dealings in deposits in U.S. dollars, in New York, New
York.  All other terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

    

      
        
           


        

        
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    As
provided in the Indenture, no recourse shall be had for the payment of the
principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, member, manager,
stockholder, officer, director or employee, as such, past, present or future of
the Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, 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 and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.

    


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

     

     

     

     

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remainder of this page is intentionally left blank.]

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

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

     

    
      
        	 
      	 
      
	 
      	 
      	
                  CENTERPOINT ENERGY
      HOUSTON ELECTRIC, LLC

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Attest:

              	 
      	
                By:

              	 
      
	 
      	
                Richard
      Dauphin

              	 
      	
                Name:
      Marc Kilbride

              
	 
      	
                Assistant
      Secretary

              	 
      	
                Title:
      Vice President and
Treasurer

              


      

 

    (SEAL)

    


    


    


    


    


    CERTIFICATE
OF AUTHENTICATION

    


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

    


    Date of
Authentication: January 9, 2009.

     

    
      
        	 
      	 
      	
                      
      THE BANK OF NEW YORK MELLON TRUST

              
	 
      	 
      	
                    
        COMPANY, National Association, as Trustee

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:
      Marcella Burgess

              
	 
      	 
      	 
      	
                Title:
      Assistant Vice President

              


      



    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    


    SCHEDULE
OF ADJUSTMENTS

    


    


    The initial aggregate principal amount
of Securities evidenced by the Certificate to which this Schedule is attached is
$500,000,000.  The notations on the following table evidence decreases
and increases in the aggregate principal amount of Securities evidenced by such
Certificate.

    


    


    
      	
              Date
      of

              Adjustment

            	 
      	
              Decrease
      in Aggregate

              Principal
      Amount of

              Securities

            	 
      	
              Increase
      in Aggregate

              Principal
      Amount of

              Securities

            	 
      	
              Aggregate
      Principal

              Amount
      of Securities

              Remaining
      After

              Such
      Decrease or

              Increase

            	 
      	
              Notation
      by

              Security

              Registrar

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     

     

     

     

     

     

     

     


    
      
         


      

      
        -14-