CENTERPOINT ENERGY INC — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2012-05-15

Reporting Person: CARROLL MILTON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	S	25000	$20.0326	Disposed	90333	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.03 to $20.0425, inclusive. The reporting person undertakes to provide to CenterPoint Energy, Inc., any security holder of CenterPoint Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Total includes 5,000 shares of time-based restricted stock awarded under the Stock Plan for Outside Directors, as amended, to outside directors then in office as of May 1, 2012. Shares will vest on the first anniversary of the Annual Award Date if the reporting person is a director of the Company through such date; provided however, the shares become fully vested in the event of a change of control of issuer.

F3: Total also includes 25,000 shares of common stock that may be issued on June 1, 2012 at the election of the reporting person in lieu of a cash award equal to the product of (i) 25,000 and (ii) the closing price per share of CenterPoint Energy, Inc.'s common stock on the consolidated reporting system for the New York Stock Exchange on the award date in connection with his compensation arrangement as non-executive chairman of the board of directors of the company.