exv4w4






Exhibit 4.4




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 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.



 









 






     “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.



 









 






(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



 









 







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.




 









 








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




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 

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
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Name: Marcella Burgess

	 	 	 	 	 	 
	Title: Assistant Vice President
	 	 	 	 	 	 






 









 






EXHIBIT A




FORM OF BOND




 









 






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 þ   No
o

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.




 









 









, 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


 









 






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


 









 






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.



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.




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




 









 








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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Richard Dauphin
	 	 
	 	 	 	 

Marc Kilbride
	 	 
	 

	 	Assistant Secretary
	 	 	 	 	 	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 	 



 









 






	 	 	 	 	 



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.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Principal	 	 
	 	 	 	 	 	 	Amount of Securities	 	 
	 	 	Decrease in Aggregate	 	Increase in Aggregate	 	Remaining After	 	Notation by
	Date of	 	Principal Amount of	 	Principal Amount of	 	Such Decrease or	 	Security
	Adjustment	 	Securities	 	Securities	 	Increase	 	Registrar