CENTERPOINT ENERGY 2005 DEFERRED COMPENSATION PLAN (Effective as of January 1, 2008)

Exhibit 10.3

CENTERPOINT ENERGY
2005 DEFERRED COMPENSATION PLAN
(Effective as of January 1, 2008)

CENTERPOINT ENERGY
2005 DEFERRED COMPENSATION PLAN
(Effective as of January 1, 2008)

TABLE OF CONTENTS

		Page
ARTICLE I PURPOSES OF PLAN; DEFINITIONS; DURATION			2
1.1 Purposes			2
1.2 Definitions			2
1.3 Term			4
ARTICLE II ADMINISTRATION			4
ARTICLE III PARTICIPATION			5
3.1 Eligibility of Employees and Directors			5
3.2 Designation of Participants			5
3.3 Election to Participate			5
3.4 Salary Deferral			5
3.5 Bonus Deferral			5
3.6 Director Fees Deferral			6
ARTICLE IV BENEFICIARY DESIGNATIONS; WITHHOLDING			6
4.1 Beneficiary Designations			6
4.2 Withholding of Taxes			7
ARTICLE V BENEFITS			7
5.1 Benefit Payments			7
5.2 Death			8
5.3 Disability			9
5.4 Payment Upon Separation from Service Prior to Age 55			9
5.5 Separation from Service During Participation Year			9
5.6 Delay of Payments to Certain Participants			9
5.7 Crediting of Interest			9
ARTICLE VI RIGHTS OF PARTICIPANTS			10
6.1 Limitation of Rights			10
6.2 Non-Alienation of Benefits			10
6.3 Prerequisites to Benefits			12
6.4 Nature of Employer’s Obligation			12
6.5 Claims and Review Procedures			12
ARTICLE VII MISCELLANEOUS			13
7.1 Amendment or Termination of the Plan			13

		Page
7.2 Reliance Upon Information			13
7.3 Effective Date			14
7.4 Code Section 409A			14
7.5 Governing Law			14
7.6 Severability			14
7.7 Notice			14

CENTERPOINT ENERGY
2005 DEFERRED COMPENSATION PLAN
(Effective as of January 1, 2008)

RECITALS:

          WHEREAS, CenterPoint Energy, Inc. (the “Company”), maintains the CenterPoint Energy, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2003 (the “Plan”), for the benefit of its eligible employees; and

          WHEREAS, in response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective as of January 1, 2005, the Company in operation separated all Plan benefits earned and vested as of December 31, 2004 (“Grandfathered Benefits”) from all Plan benefits earned or vested after December 31, 2004 (“409A Benefits”); and

          WHEREAS, the Company desires to bifurcate the Plan such that (1) the Grandfathered Benefits, along with all earnings attributable thereto, shall be maintained under and paid from a separate, frozen plan that is intended to be a “grandfathered” plan exempt from Code Section 409A, known as the CenterPoint Energy, Inc. 1989 Deferred Compensation Plan, and (2) the 409A Benefits, along with all earnings attributable thereto, shall be spun-off from the Plan and into, and maintained under and paid from, a newly established and separate plan that is intended to comply with the requirements of Code Section 409A, effective as of January 1, 2008;

          NOW, THEREFORE, the Company hereby establishes this new plan to maintain and provide the 409A Benefits in the form of the CenterPoint Energy 2005 Deferred Compensation Plan, as herein set forth, effective as of January 1, 2008:

ARTICLE I

PURPOSES OF PLAN; DEFINITIONS; DURATION

     1.1 Purposes. This CenterPoint Energy 2005 Deferred Compensation Plan for selected management and highly compensated employees is intended to aid certain of its employees in making more adequate provision for their retirement and is intended to be a “top-hat” plan under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).

     1.2 Definitions. Each term below shall have the meaning assigned thereto for all purposes of this Plan unless the context requires a different construction.

     “Beneficiary” means a person or persons, a trustee or trustees of a trust, or a partnership, corporation, limited liability partnership, limited liability company, or other entity designated by the Participant, as provided in Section 4.1, to receive any amounts distributed under the Plan after a Participant’s death.

     “Board” means the Board of Directors of the Company.

     “Bonus” means a formula or discretionary bonus or incentive compensation paid under a short-term or annual incentive plan maintained by the Company or a Subsidiary.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Company” means CenterPoint Energy, Inc., a Texas corporation, or a successor to CenterPoint Energy, Inc., in the ownership of substantially all of its assets.

     “Commencement Date” means the first day of the Participation Year, with respect to which a Compensation deferral occurs.

     “Committee” means the Benefits Committee or such other committee, which shall consist of five or fewer persons, as shall be appointed by the Board of Directors of the Company to administer the Plan pursuant to Article II hereof.

     “Compensation” means the Salary and Bonus which an Employer pays its Employees, and the Director Fees paid to a Director.

     “Director” means a non-Employee member of the Board.

     “Director Fees” means the meeting attendance fees, retainer fees and committee chairman fees paid to a Director.

     “Disability” means a physical or mental condition that qualifies as a total and permanent disability under the CenterPoint Energy, Inc. Long Term Disability Plan, as amended from time to time (or any successor plan thereto).

     “Early Distribution” means the benefit payment option available to a Participant under Section 5.1(a) hereof.

     “Early Retirement Date” means (i) with respect to an Employee, the first day of the month coincident with or next following his or her 60th birthday; and (ii) with respect to a Director, the first day of the month coincident with or next following his or her resignation or removal as a Director before his or her Normal Retirement Date.

     “Employee” means any person, including an officer of any Employer (whether or not he or she is also a director thereof), who, at the time such person is designated a Participant hereunder, is employed by an Employer on a full-time basis, who is compensated for such employment by a regular Salary, and who, in the opinion of the Committee, is one of the officers or other key employees of the Employer in a position to contribute materially to the continued growth and development and to the future financial success of the Employer. Any Participant who is an Employee of a Subsidiary shall not be deemed to have terminated employment with an Employer for purposes of this Plan until the date upon which the Participant has a Separation from Service.

     “Employer” means (i) the Company, (ii) each Subsidiary which has adopted the Plan with the consent of the Committee, and (iii) each other employing organization in which the Company has a direct or indirect ownership interest and which has been approved by the Committee as an Employer under the Plan, subject to the terms and conditions established by the Committee.

     “Interest Crediting Rate” means, for a given Plan Year, a rate of interest equivalent to the average Moody’s Rate for such year plus two percentage points (2%).

     “Moody’s Rate” means a rate of interest equal to the composite yield on Moody’s Long-Term Corporate Bond Yield Averages for the calendar month as determined from Moody’s monthly yield averages published by Moody’s Investor’s Service, Inc. (or any successor thereto), or, if such yield is no longer published, a substantially similar average selected by the Committee.

     “Normal Retirement Distribution” means the benefit payment options available to a Participant under Section 5.1(b) hereof.

     “Normal Retirement Date” means (i) with respect to an Employee, the first day of the month coincident with or next following his or her 65th birthday, and (ii) with respect to a Director, the first day of the month coincident with or next following his or her 70th birthday.

     “Participant” means an Employee or a Director who has been designated by the Committee to participate in the Plan pursuant to Section 3.2 hereof and who has elected to participate in the Plan pursuant to Section 3.3.

     “Participation Year” means a Plan Year commencing on or after January 1, 2005 during which (i) with respect to Compensation in the form of a Bonus, the Bonus would have been paid to the Participant if not deferred; (ii) with respect to Compensation in the

form of Salary, a Participant performs services for the Employer for a Salary; and (iii) with respect to Compensation in the form of Director Fees, a Participant performs services as a member of the Board for such fees.

     “Plan” means the CenterPoint Energy 2005 Deferred Compensation Plan, effective as of January 1, 2008, and as set forth herein, as the same may hereafter be amended from time to time.

     “Plan Year” means the calendar year (January 1st through December 31st).

     “Salary” means a base salary or wages paid to a Participant by an Employer. The Salary of a Participant as reflected on the books and records of the Employer shall be conclusive.

     “Separation from Service” means separation from service with the Company, all Employers and all Subsidiaries within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor regulation), or, in the case of a Director, he or she ceases to be a member of the Board.

     “Subsidiary” means a subsidiary corporation with respect to the Company as defined in Section 424(f) of the Code.

     Words used in this Plan in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

     1.3 Term. The effective date of the Plan, as amended and restated, is January 1, 2008 for Compensation deferred and benefits accrued under the Plan on and after January 1, 2005. The Plan shall continue until terminated by the Board of Directors of the Company. The Committee, in its sole discretion, may or may not authorize deferral of Compensation during the term of the Plan.

ARTICLE II

ADMINISTRATION

          The Plan shall be administered by the Committee, which shall represent the Company and other Employers in all matters concerning the administration of the Plan. Members of the Committee may be Participants under the Plan, but no member may vote on any matter relating to his or her benefits under the Plan. The Committee shall have primary responsibility for the administration and operation of the Plan and shall have all powers necessary to carry out the provisions of the Plan, including the power to determine which Employees and Directors shall be Participants under the Plan and which Compensation may be subject to deferral. The determination of the Committee as to the construction, interpretation, or application of any terms and provisions of the Plan, including whether and when there has been a Separation from Service, shall be final, binding, and conclusive upon all persons.

ARTICLE III

PARTICIPATION

          3.1 Eligibility of Employees and Directors. An Employee must be a manager or a highly compensated (within the meaning of Section 414(q) of the Code) salaried employee of an Employer to be eligible to participate in the Plan. All Directors shall be eligible to participate in the Plan. The Committee may from time to time establish additional eligibility requirements for participation in the Plan.

          3.2 Designation of Participants. Prior to the commencement of any Participation Year, the Committee shall designate and notify in writing the Employees and/or Directors who are eligible to defer Compensation under this Plan. A designation of an Employee or Director to participate with respect to Compensation for a particular Participation Year shall not automatically entitle such Participant to participate with respect to any other Participation Year.

          3.3 Election to Participate. After an Employee or Director has been notified by the Committee that he or she is eligible to participate in the Plan he or she must notify the Committee, in the form and manner prescribed by the Committee, that he or she chooses to participate in the Plan. Such election to participate in the Plan shall be effective upon its receipt by the Committee (or its delegate) within the time periods and manner prescribed by the Committee or the Plan. A Participant’s election (i) shall specify the type or types and the amount or amounts of Compensation that he or she wishes to defer and the manner of such deferral pursuant to Sections 3.4 through 3.6 hereof; (ii) shall specify, if the Participant so elects, that he or she wishes to receive an Early Distribution of benefits with respect to some or all deferrals for such Participation Year under Section 5.1(a) hereof; and (iii) shall specify the manner of Normal Retirement Distribution the Participant chooses with respect to such deferrals under Section 5.1(b) hereof.

          3.4 Salary Deferral. A Participant’s election to defer the payment of Salary must be made prior to the first day of the Plan Year in which the Salary is earned by the Participant. Such election will be irrevocable as of December 31 of the calendar year preceding the calendar year in which the Salary is earned.

          A Participant may elect to defer up to 100% (or such lesser percentage designated by the Committee, in its sole discretion) of his or her annual Salary (after deduction of the amounts required to be withheld by the federal government or any state or local government and any other withholding obligations) with respect to a particular Participation Year. The amount of Compensation elected to be deferred under this Section 3.4 shall be withheld from the Participant’s Salary during a Plan Year in equal amounts.

          3.5 Bonus Deferral. A Participant’s election to defer the payment of a Bonus that qualifies as “performance-based compensation” under Code Section 409A(4)(B) must be made no later than six months prior to the end of the performance period. Such election will be irrevocable as of the date that is six months prior to the end of the performance period in which the Bonus is earned.

          A Participant’s election to defer the payment of a Bonus that does not qualify as “performance-based compensation” under Code Section 409A(4)(B) must be made prior to the first day of the Plan Year in which the Bonus is earned. Such election will be irrevocable as of December 31 of the calendar year preceding the calendar year in which the Bonus is earned.

          A Participant may elect to defer up to 100% (or such lesser percentage designated by the Committee, in its sole discretion) of his or her annual cash Bonus award (after deduction of the amounts required to be withheld by the federal government or any state or local government and any other withholding obligations) with respect to a particular Participation Year. The amount of Compensation elected to be deferred under this Section 3.5 shall be withheld from the Participant’s Bonus otherwise payable during the Plan Year. If the amount of Bonus awarded to the Participant with respect to a Participation Year is less than the amount of Bonus which the Participant had elected to defer for such Participation Year, the entire amount of the Bonus awarded shall be deferred in accordance with this Section 3.5.

          3.6 Director Fees Deferral. A Participant’s election to defer the payment of Director Fees must be made prior to the first day of the Plan Year in which the Director Fees are earned by the Participant. Such election will be irrevocable as of December 31 of the Plan Year preceding the Participation Year with respect to which the Director Fees are earned.

          A Participant may elect to defer up to 100% (or such lesser percentage designated by the Committee in its sole discretion) of each type of his or her annual Director Fees with respect to a particular Participation Year. The amount of Compensation elected to be deferred under this Section 3.6 shall not be paid but shall be withheld from the Participant’s Director Fees otherwise earned and payable during the Plan Year.

ARTICLE IV

BENEFICIARY DESIGNATIONS; WITHHOLDING

          4.1 Beneficiary Designations. Each person becoming a Participant shall file with the Committee (or its delegate), in the form and manner prescribed by the Committee, a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of his or her death while in the employ of the Company or serving on the Board or after Separation from Service but prior to the complete distribution of the benefits payable with respect to the Participant. Such designation shall be effective when received by the Committee. The Participant may from time to time revoke or change any such designation of a Beneficiary by notifying the Committee in the form and manner prescribed by the Committee. If there is no valid designation of the Beneficiary on file with the Committee at the time of the Participant’s death, or if all of the Beneficiaries designated therein shall have predeceased the Participant or otherwise ceased to exist, the Beneficiary shall be, and any payment hereunder shall be made to, the Participant’s spouse, if he or she survives the Participant, or otherwise to the Participant’s estate. If the Beneficiary, whether under a valid beneficiary designation or under the preceding sentence, shall survive the Participant but die before receiving all payments hereunder, the balance of the benefits which would have been paid to the Beneficiary had he or she lived shall, unless the Participant’s designation provided otherwise, be distributed to the Beneficiary’s estate.

          4.2 Withholding of Taxes. The Company may withhold from a payment any federal, state, or local employment and income taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

ARTICLE V

BENEFITS

          5.1 Benefit Payments. The benefit payments with respect to deferrals of Compensation for a specific Participation Year will be determined as set forth below:

     (a) Early Distribution. At the time a Participant elects to defer Compensation for a Participation Year pursuant to Section 3.3 hereof, he or she may elect to receive an Early Distribution of benefits attributable to such Compensation during the Early Distribution Plan Year (as defined below). The Early Distribution will represent either (i) 50% or (ii) 100% of the Compensation deferred for that Participation Year. The Early Distribution shall be paid to Participant during the Plan Year elected by the Participant which is at least four years after the Participation Year in which the Compensation was deferred or, if earlier (and notwithstanding the Participant’s election to the contrary), the year the Participant attains his or her Normal Retirement Date. Notwithstanding the foregoing, a Participant who has attained, or will attain, his or her Normal Retirement Date during the Participation Year is not permitted to receive an Early Distribution. A Participant may make only one Early Distribution election under this Plan for each Participation Year for each type of Compensation deferred under Sections 3.4, 3.5 and 3.6 hereof.

     (b) Normal Retirement Distribution. At the time a Participant elects to defer Compensation for a Participation Year pursuant to Section 3.3 hereof, he or she must elect the form of payment of his or her potential Normal Retirement Distribution of benefits attributable to such Compensation, taking into account any Early Distribution election made by him under Section 5.1(a). The Participant may elect to receive a Normal Retirement Distribution in:

	(i)		a lump-sum distribution of the amounts of Compensation deferred, minus any Early Distributions; or
	(ii)		15 annual installment payments of such Compensation, minus any Early Distributions.

Payment of a Normal Retirement Distribution will be made, if payable in a lump sum, in the January following the date of the Participant’s Separation from Service on or after his or her Normal Retirement Date. Payment of a Normal Retirement Distribution will be made, if payable in 15 annual installments, commencing the month coincident with or next following the month in which the Participant has a Separation from Service on or after his or her Normal Retirement Date, and the remaining annual installments will be

paid in that same month in each of the remaining 14 years. If a Participant fails to make an election as to the manner in which a Normal Retirement Distribution will be paid, such Normal Retirement Distribution will be made in the form of a lump-sum distribution in accordance with this Section 5.1(b) as if the Participant had specifically so elected.

     (c) Separation from Service On or After Age 55 and Prior to Early Retirement Date. Notwithstanding any provision of this Article V to the contrary, a Participant who has a Separation from Service on or after the first day of the month coincident with or next following the Participant’s 55th birthday, but prior to his or her Early Retirement Date, shall receive his or her benefit under the Plan in 15 annual installment payments, with such payments commencing on the first day of the month coincident with or next following the month in which the Participant has a Separation from Service, and the remaining annual installments will be paid in that same month in each of the remaining 14 years; provided, however, that the Participant did not elect to receive his or her benefit under the Plan (i) in a lump-sum distribution or (ii) as a 100% Early Distribution. If a Participant, who meets the requirements of this Section 5.1(c), elected to receive his or her benefits under the Plan in a lump-sum distribution or as a 100% Early Distribution, then his or her benefit under the Plan shall be paid during the Plan Year immediately following the Plan Year in which the Participant has a Separation from Service.

     (d) Separation from Service On or After Early Retirement Date and Prior to Normal Retirement Date. Any Participant who has a Separation from Service on or after his or her Early Retirement Date but prior to his or her Normal Retirement Date will (if he or she is living on the date of payment) receive a lump-sum distribution or 15 annual installment payments, in accordance with his or her election under Section 5.1(b) above. If such a Participant failed to make an election, he or she will be deemed to have elected a lump sum pursuant to Section 5.1(b) above.

     5.2 Death.

     (a) Death Prior to Commencement of Normal Retirement Distribution. If a Participant dies (i) prior to his or her (A) Normal Retirement Date and (B) Separation from Service or (ii) after his or her (A) Separation from Service and (B) Early Retirement Date, but in either event prior to the commencement of a Normal Retirement Distribution payable in 15 annual installments, then the payments otherwise described in Section 5.1 not theretofore made shall not be made and the Employer shall pay Participant’s Beneficiary the sum or sums of Compensation actually deferred less an amount equal to any Early Distributions or other benefits paid prior to Participant’s death. Payments made pursuant to this Section 5.2(a) shall be made within 90 days following the date of Participant’s death.

     (b) Death After Normal Retirement Date. If the Participant dies (i) after his or her Normal Retirement Date but prior to his or her Separation from Service, (ii) after his or her Separation from Service, provided the Participant had attained his or her Normal Retirement Date on or before the date of such Separation from Service, or (iii) after commencement of a Normal Retirement Distribution in the form of 15 annual installment payments, pursuant to Section 5.1, but prior to completion of all such payments, the

Company shall make (or continue to make) such payments provided for in Section 5.1 to the Participant’s Beneficiary.

     5.3 Disability. In the event of the Disability of a Participant while in the employ of an Employer or serving on the Board, the Participant shall be considered to have remained in the continuous employment of the Employer during such Disability until his or her Normal Retirement Date or earlier death. The benefits payable to such Participant under the Plan shall be paid in the amounts and at the times otherwise provided in Sections 5.1 and 5.2.

     5.4 Payment Upon Separation from Service Prior to Age 55. If an Employee Participant has a Separation from Service for any reason other than death, retirement at or after his or her Normal Retirement Date or Early Retirement Date in accordance with the provisions of Section 5.1(b), 5.1(c), 5.1(d) or 5.1(e), a Normal Retirement Distribution payable in 15 annual installments, as described in Section 5.1(b), shall not be made, but the Company shall pay the Participant the sum or sums of Compensation actually deferred. Notwithstanding the foregoing, the amount payable under this Section 5.4 shall be reduced by amounts equal to any Early Distribution or other benefits paid prior thereto. Payments under this Section 5.4 shall be made within 90 days following the date of Participant’s Separation from Service.

     5.5 Separation from Service During Participation Year. If a Participant has a Separation from Service for any reason during the Participation Year for which Compensation that is in the form of Salary or Director Fees is to be deferred, no further deferrals shall be made for that Participation Year on and after the date of such Separation from Service. If a Participant has a Separation from Service for any reason during the Participation Year for which he or she has elected to defer the payment of a Bonus, such election shall become null and void with respect to any Bonus which has not become payable to the Participant as of the date of his or her Separation from Service.

     5.6 Delay of Payments to Certain Participants. Notwithstanding any provision to the contrary in the Plan, if as of the date of the Participant’s Separation from Service (other than by reason of death) the Participant has been identified by the Committee or its delegate as a “Specified Employee” (within the meaning of that term under Code Section 409A(a)(2)(B)) and the Company is a public company, then the payment specified under Article V on account of Separation from Service shall not be paid to the Participant until the later of (a) the date specified in Article V or (b) the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death. In the event that a payment is delayed under this Section 5.6, the Company shall pay to the Participant, as of the date it pays the delayed payment, simple interest on the payment amount at the applicable interest rate (as determined under Section 5.7(b)) for such payment, based on the period the payment was delayed beyond the payment date specified in Article V.

     5.7 Crediting of Interest. With respect to any distribution pursuant to Sections 5.1 through 5.4 of the Plan, interest shall be credited upon the Participant’s Compensation in accordance with this Section 5.7.

     (a) Applicable Compensation Balance for Crediting of Interest. Any interest which accrues on a Participant’s deferrals of Compensation pursuant to Article III shall

accrue from January 1 of each Participation Year on the total amount of Compensation deferred during the Participation Year.

     (b) Applicable Interest Rate. A Participant’s Compensation shall be credited with interest, compounded annually from the Participant’s Commencement Date through the date immediately prior to the first payment to the Participant (or the Participant’s Beneficiary in the case of death). The applicable interest rate shall be the Interest Crediting Rate; provided, however, that the applicable interest rate with respect to a distribution pursuant to Section 5.4 shall be the Moody’s Rate (in lieu of the higher Interest Crediting Rate).

     (c) Interest During Installment Period. For purposes of determining a benefit payable in the form of 15 installment payments under Section 5.1(b), the Interest Crediting Rate shall be the Interest Crediting Rate in effect for the Plan Year immediately prior to which an Employee Participant attains age 65 or a Director Participant attains age 70. For purposes of determining a benefit payable in the form of 15 installment payments under Section 5.1(c), the Interest Crediting Rate shall be the Interest Crediting Rate in effect for the Plan Year immediately prior to which a Participant has a Separation from Service. The Interest Crediting Rate as determined under this Section 5.7(c) will constitute the applicable Interest Crediting Rate with respect to the installment payments for all years after the initial installment payment.

ARTICLE VI

RIGHTS OF PARTICIPANTS

     6.1 Limitation of Rights. Nothing in this Plan shall be construed to:

     (a) Give any Employee of an Employer or any Director any right to be designated a Participant in the Plan other than in the sole discretion of the Committee;

     (b) Limit in any way the right of the Employer to terminate a Participant’s employment at any time; or

     (c) Be evidence of any agreement or understanding, express or implied, that the Company or any other Employer will employ a Participant in any particular position or at any particular rate of remuneration.

     6.2 Non-Alienation of Benefits. No right or benefit under this Plan shall be subject to anticipation, alienation, transfer, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, direct or indirect, by operation of law or otherwise, including, without limitation, a change in beneficial interest of any trust and a change in ownership of a corporation or partnership, but not including a change of legal and beneficial title of a right or benefit resulting from the death of any Participant or the spouse of any Participant (any such proscribed transaction hereinafter a “Disposition”) and any attempted Disposition will be null and void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of any Participant or other person entitled to such benefits. Notwithstanding

any provision of the Plan to the contrary, a benefit under the Plan may be paid to an alternate payee as required under a domestic relations order (as defined in Code Section 414(p)(1)(B)), approved by the Committee, consistent with the requirements of Code Section 409A and the Treasury regulations issued thereunder. The foregoing provisions of this Section 6.2 shall also not apply to an irrevocable Disposition of a right or benefit under this Plan to a “Permitted Assignee,” as defined below, by (i) a Participant age 55 or older (an “Eligible Participant”), or (ii) a “Permitted Assignee,” as defined below, who has received an assignment from an Eligible Participant pursuant to this sentence.

     (a) Permitted Assignee. The term “Permitted Assignee” shall mean:

     (i) The Eligible Participant;

     (ii) A spouse of the Eligible Participant;

     (iii) Any person who is a lineal ascendant or descendant of the Eligible Participant or the Eligible Participant’s spouse;

     (iv) Any brother or sister of the Eligible Participant;

     (v) Any spouse of any individual described in subparagraph (iii) or (iv);

     (vi) A trustee of any trust which, at the applicable time, is 100% actuarially held for a Permitted Assignee or Assignees (as defined in Section 6.2(c));

     (vii) Any corporation in which, at the applicable time, each class of stock is 100% owned by a Permitted Assignee or Permitted Assignees;

     (viii) Any partnership in which, at the applicable time, each class of partnership interest is 100% owned by a Permitted Assignee or Permitted Assignees; or

     (ix) Any limited liability company or other form of incorporated or unincorporated business organization in which each class of stock, membership or other equity interest is 100% owned by a Permitted Assignee or Assignees.

     (b) Subsequent Assignees. This Section 6.2 shall be fully applicable to all Permitted Assignees, and the provisions of this Section 6.2 shall be fully applicable to any right or benefit transferred by an Eligible Participant to any Permitted Assignee as if such Permitted Assignee were an Eligible Participant; provided, however, that no Permitted Assignee shall be deemed an Eligible Participant for determining the persons who constitute Permitted Assignees under Section 6.2(a). Any Permitted Assignee acquiring a right or benefit under this Plan shall execute and deliver to the Committee an agreement pursuant to which such Permitted Assignee agrees to be bound by all of the

terms and provisions of the Plan, provided that the failure to execute and deliver such an agreement shall not be deemed to relieve such Permitted Assignee of the restrictions imposed by the Plan. Any attempted Disposition of a right or benefit under this Plan in breach of this Section 6.2, whether voluntary, involuntary, by operation of law or otherwise shall be null and void.

     (c) Actuarially Held. In making the determination whether a trust is 100% actuarially held for Permitted Assignee(s), a trust, at the applicable point in time, is 100% actuarially held for Permitted Assignee or Assignees when 100% of the actuarial value of the beneficial interests of the trust, except as provided in the following sentence, are held for a Permitted Assignee or Permitted Assignees. For purposes of making the determination described above, the possibility that an interest in a trust may be appointed pursuant to a special or general power of appointment shall be ignored; provided, that the actual exercise of any such power of appointment shall not be ignored.

     6.3 Prerequisites to Benefits. No Participant, nor any Beneficiary or other person claiming through a Participant, shall have any right or interest in the Plan, or any benefits hereunder, unless and until all the terms, conditions, and provisions of the Plan which affect such Participant or such other person shall have been complied with as specified herein.

     6.4 Nature of Employer’s Obligation. This Plan is intended to be, and shall be construed as, an unfunded plan maintained by each Employer primarily for the purpose of providing deferred compensation for a select group of its management or highly compensated salaried employees. The benefits provided under this Plan shall be a general, unsecured obligation of the Employer payable solely from the general assets of the Employer, and neither the Participant nor the Participant’s Beneficiary or estate shall have any interest in any assets of the Employer by virtue of this Plan. Except as may be provided under a “rabbi trust,” no fund or other assets will ever be set aside or segregated for the benefit of the Participant or the Participant’s Beneficiary under this Plan. The adoption of the Plan and any setting aside of amounts by an Employer with which to discharge its obligations hereunder shall not be deemed to create a trust; legal and equitable title to any funds so set aside shall remain in the Employer and any funds so set aside shall remain subject to the general creditors of the Employer.

     6.5 Claims and Review Procedures.

     (a) Claims Procedure. If any person believes he or she is entitled to any rights or benefits under the Plan, such person may file a claim in writing with the Committee. If any such claim is wholly or partially denied, the Committee will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person wishes to submit a request for review, the time limits applicable to such procedures, and a statement of the person’s rights following an adverse benefit determination on review, including a statement of his or her right to file a lawsuit under ERISA if the claim is denied on appeal. Such notification will be given within 90 days after the claim is received by the Committee (or within 180 days, if special

circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90-day period).

     (b) Claim Review Procedure. Within 60 days after the date on which a person receives a notice of denial (or within 60 days after the date on which such denial is considered to have occurred), such person or his or her duly authorized representative (“Applicant”) may (i) file a written request with the Committee for a review of his or her denied claim; (ii) review pertinent documents; and (iii) submit issues and comments in writing. The Committee shall render a decision no later than the date of its regularly scheduled meeting next following receipt of a request for review, except that a decision may be rendered no later than the second such meeting if the request is received within 30 days of the first meeting. The Applicant may request a formal hearing before the Committee which the Committee may grant in its discretion. Notwithstanding the foregoing, under special circumstances that require an extension of time for rendering a decision (including, but not limited to, the need to hold a hearing), the decision may be rendered not later than the date of the third regularly scheduled Committee meeting following the receipt of the request for review. If such an extension is required, the Applicant will be advised in writing before the extension begins. If the claim is denied in whole or part, such notice, which shall be in a manner calculated to be understood by the person receiving such notice, shall include (i) the specific reasons for the decision, (ii) the specific references to the pertinent Plan provisions on which the decision is based, (iii) that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits, and (iv) a statement of the Applicant’s right to file a lawsuit under ERISA. Benefits under this Plan will only be paid if the Committee decides, in its discretion, that an Applicant is entitled to them.

     (c) Exhaustion of Administrative Remedies. The decision of the Committee on review of the claim denial shall be binding on all parties when the Participant has exhausted the claims procedure under this Section 6.5. Moreover, no action at law or in equity shall be brought to recover benefits under this Plan prior to the date the Applicant has exhausted the administrative remedies under this Section 6.5.

ARTICLE VII

MISCELLANEOUS

     7.1 Amendment or Termination of the Plan. The Board of Directors of the Company may amend or terminate this Plan at any time. Any such amendment or termination shall not, however, without the written consent of the affected Participant, reduce the interest rate applicable to, or otherwise adversely affect the rights of a Participant for Compensation with respect to which a Participant made an irrevocable deferral election before the later of the date that such amendment is executed or effective.

     7.2 Reliance Upon Information. The Committee shall not be liable for any decision or action taken in good faith in connection with the administration of this Plan. Without limiting

the generality of the foregoing, any such decision or action taken by the Committee in reliance upon any information supplied to it by an officer of the Company, the Company’s legal counsel, or the Company’s independent accountants in connection with the administration of this Plan shall be deemed to have been taken in good faith.

     7.3 Effective Date. The Plan shall become effective as of January 1, 2008 for benefits accrued under the Plan on and after January 1, 2005.

     7.4 Code Section 409A . It is intended that the provisions of this Plan satisfy the requirements of Code Section 409A and that the Plan be operated in a manner consistent with such requirements to the extent applicable. Therefore, the Committee may make adjustments to the Plan and may construe the provisions of the Plan in accordance with the requirements of Code Section 409A.

     7.5 Governing Law. This Plan shall be construed, administered and governed in all respects in accordance with ERISA and other applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Texas. If any provisions of the Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

     7.6 Severability. If any term, provision, covenant, or condition of the Plan is held to be invalid, void, or otherwise unenforceable, the rest of the Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

     7.7 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the dates shown on the postmark on the receipt for registration or certification.

[Signature Page To Follow]

          IN WITNESS WHEREOF, CenterPoint Energy, Inc. has caused these presents to be executed by its duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, this 21st day of February, 2008, but effective as of January 1, 2008.

ATTEST:
/s/ Richard Dauphin   Richard Dauphin
Assistant Corporate Secretary