CENTERPOINT ENERGY INC — Director's Dealing 2012

Apr 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2012-04-26

Reporting Person: CARROLL MILTON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-26	Common Stock	A	5000	—	Acquired	115333	Direct

Footnotes

F1: 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.

F2: Price is not applicable.

F3: Includes 1,333 shares of time-based restricted stock awarded in 2009 that will vest on May 1, 2012; and 4,000 shares of time-based restricted stock awarded in 2011 that will vest on May 2, 2012 if the reporting person is a director of Issuer through such dates; provided however, the shares become fully vested in the event of a change of control of issuer.

F4: 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 the company.