0001130310-15-000008 Sample Contracts

FORM OF EXECUTIVE CHAIRMAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2015 • Centerpoint Energy Inc • Electric services

Pursuant to this Restricted Stock Unit Award Agreement (“Award Agreement”), CENTERPOINT ENERGY, INC. (the “Company”) hereby grants to the Executive Chairman, an employee of the Company, on the Award Date, a restricted stock unit award of the number of units of Common Stock of the Company (the “RSU Award”) as specified on this Computershare web site (“Award Notice”), pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the “Plan”), subject to the terms, conditions and restrictions described in the Plan and as follows:

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FORM OF QUALIFIED PERFORMANCE AWARD AGREEMENT January 1, 20XX– December 31, 20XX PERFORMANCE CYCLE
Centerpoint Energy Inc • February 26th, 2015 • Electric services

Pursuant to this Qualified Performance Award Agreement (the “Award Agreement”), CENTERPOINT ENERGY, INC. (the “Company”) hereby grants this Qualified Performance Award (the “Award”) covering the target number of shares of Common Stock (the “Target Shares”) as specified in the award notice on this Computershare web site (the “Award Notice”), pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the “Plan”). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company’s achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:

FORM OF QUALIFIED PERFORMANCE AWARD AGREEMENT FOR EXECUTIVE CHAIRMAN JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLE
Qualified Performance Award Agreement • February 26th, 2015 • Centerpoint Energy Inc • Electric services

Pursuant to this Qualified Performance Award Agreement (the “Award Agreement”) and conditioned upon shareholder approval of the material terms of the performance goals under the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the “Plan”) at the 2015 annual stockholder meeting of CENTERPOINT ENERGY, INC. (the “Company”), the Company hereby grants to the Participant, an employee of the Company, this Qualified Performance Award (the “Award”) covering the target number of shares of Common Stock (the “Target Shares”) as specified in the award notice on this Computershare web site (the “Award Notice”). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company’s achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:

FORM OF EXECUTIVE CHAIRMAN SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2015 • Centerpoint Energy Inc • Electric services

Pursuant to this Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), CENTERPOINT ENERGY, INC. (the “Company”) hereby grants to the Executive Chairman (the ”Participant”) effective on [DATE], 20XX (the “Grant Date”), a restricted stock unit award of [Number] units of Common Stock of the Company (the “RSU Award”), pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the “Plan”), with such number of units being subject to adjustment as provided in Section 14 of the Plan, and further subject to the terms, conditions and restrictions described in the Plan and as follows:

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 26th, 2015 • Centerpoint Energy Inc • Electric services

Pursuant to this Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to [Name] (the “Participant”) effective on the Participant’s date of hire by the Company (the “Grant Date”), a restricted stock unit award of [Number] units of Common Stock of the Company (the "RSU Award"), pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"), with such number of units being subject to adjustment as provided in Section 14 of the Plan, and further subject to the terms, conditions and restrictions described in the Plan and as follows:

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