exv10w1



 





Exhibit 10.1









May 24, 2007




Mr. Milton Carroll

Chairman of the Board

CenterPoint Energy, Inc.

1111 Louisiana

Houston, Texas 77002




Dear Milton:




     As authorized by the Board of Directors of CenterPoint Energy, Inc. (the “Company”) at its May
24, 2007 meeting, we wish to set forth what the supplemental compensation and related perquisites
will be for your service as non-executive Chairman of the Board of Directors of the Company which
the Board envisions will require a substantial amount of your time and attention.



     Effective June 1, 2007 and continuing until May 31, 2010 (which will be the term of this
letter agreement for all purposes), in addition to the normal retainers paid to all members and
Committee Chairmen of the Company’s Board (which you shall continue to receive while a member of
the Board and/or the Chairman of a Board Committee), the Company will pay you a supplemental
retainer of $30,000 per month, payable on the last day of each month during the term hereof,
commencing on June 30, 2007; and continuing each month thereafter until May 31, 2010. This
supplemental retainer shall not be included for purposes of calculating any benefits under the
Company’s Outside Director Benefit Plan or any similar programs.



     You will continue to be provided an office commensurate with your position as Chairman of the
Board at the Company’s Houston headquarters. In addition, the Company will employ for you a
full-time executive assistant, acceptable to you, who will be an employee of the Company with full
participation in the Company’s employee benefit plans, programs and practices. The duties of your
executive assistant will be determined by you consistent with the overall employment practices,
guidelines and policies of the Company. You and your executive assistant will also be provided
parking spaces at the Company’s Houston headquarters.



     You will be reimbursed by the Company, promptly upon submission of appropriate written
requests, for all reasonable and necessary expenses incurred by you in furtherance of the Company’s
business.



     You will be granted additional cash awards: (i) upon your execution of this letter agreement,
(ii) on the second anniversary of the date of your execution of this letter, and (iii) on the third
anniversary of the date of your execution of this letter. Each cash award will be in an amount
equal to the product of (i) 25,000 and (ii) the closing price per share of the Company’s



 









 







Mr. Milton Carroll

May 24, 2007

Page 2



common stock, par value $0.01 per share (the “Common Stock”), on the consolidated transaction
reporting system for the New York Stock Exchange on the respective award date. At your option
exercised by notice to the undersigned on or prior to the respective award date, you may elect to
accept 25,000 shares of Common Stock in lieu of any cash award. Any shares of Common Stock
received by you in lieu of a cash award will be fully vested when issued, but will be subject to
the holding period and resale restrictions contained in Rule 144 under the Securities Act of 1933.




     You understand, of course, that your rights to the supplemental compensation and perquisites
described above are personal to you and may not be assigned to any other person. Additionally, if
for any reason you cease to be Chairman of the Board of Directors of the Company during the term of
this letter agreement, you will no longer be entitled to the compensation and perquisites provided
hereunder.



     If this letter is consistent with your prior understandings, then please so indicate by
signing in the space provided below and returning a counterpart copy to the Company’s General
Counsel.



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 
	 	 /s/ Derrill Cody	 	 
	 

	 	 

Derrill Cody
	 	 
	 
	 	 	 	 
	 
	 	 /s/ Thomas F. Madison	 	 
	 

	 	 

Thomas F. Madison
	 	 






AGREED TO AND ACCEPTED

AS OF MAY 31, 2007




 /s/
Milton Carroll     
                 
                
                
         

Milton Carroll