SUPPLEMENTAL INDENTURE NO. 8

CENTERPOINT ENERGY, INC.

To

THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

(successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank))

Trustee

__________________

SUPPLEMENTAL INDENTURE NO. 8

Dated as of May 6, 2008

_________________

$300,000,000

6.50% Senior Notes due 2018

SUPPLEMENTAL INDENTURE No. 8, dated as of May 6, 2008, between CENTERPOINT ENERGY, INC., a Texas corporation (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as Trustee (the “Trustee”).

The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 19, 2003 (the “ Original Indenture ” and, as hereby supplemented and amended, the “ Indenture ”), providing for the issuance from time to time of one or more series of the Company’s Securities.

Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of Securities to be designated as the “6.50% Senior Notes due 2018” (the “ Notes ”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture No. 8.

Section 301 of the Original Indenture provides that various matters with respect to any series of Securities issued under the Indenture may be established in an indenture supplemental to the Indenture.

Subparagraph (7) of Section 901 of the Original Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture.

For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Holders of the Securities of such series, as follows:

Section 101   Relation to Indenture .  This Supplemental Indenture No. 8 constitutes an integral part of the Original Indenture.

Section 102   Additional Definitions.   For all purposes of this Supplemental Indenture No. 8:

Capitalized terms used herein shall have the meaning specified herein or in the Original Indenture, as the case may be;

“ Affiliate ” of, or a Person “affiliated” with, a specific Person means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.  For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise.

“ Business Day ” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.  If any Interest Payment Date, Stated Maturity or Redemption Date of a Note falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day with the same force and effect as if made on the relevant date that the payment was due and no interest will accrue on such payment for the period from and after the Interest Payment Date, Stated Maturity or Redemption Date, as the case may be, to the date of that payment on the next succeeding Business Day.  The definition of “Business Day” in this Supplemental Indenture No. 8 and the provisions described in the preceding sentence shall supersede the definition of Business Day in the Original Indenture and Section 113 of the Original Indenture.

“ Capital Lease ” means a lease that, in accordance with accounting principles generally accepted in the United States of America, would be recorded as a capital lease on the balance sheet of the lessee;

“ CenterPoint Houston ” means CenterPoint Energy Houston Electric, LLC, a Texas limited liability company, and any successor thereto; provided , that at any given time, there shall not be more than one such successor;

“ CERC ” means CenterPoint Energy Resources Corp., a Delaware corporation, and any successor thereto; provided , that at any given time, there shall not be more than one such successor;

“ Comparable Treasury Yield ” has the meaning set forth in Section 402(a) hereof;

“ Corporate Trust Office ” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, as follows: (a) for payment, registration and transfer of the Securities: 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention: Bondholder Communications; telephone (214) 672-5125 or (800) 275-2048; telecopy: (214) 672-5873; and (b) for all other communications relating to the Securities: 601 Travis Street, 18th Floor, Houston, Texas 77002, Attention: Global Corporate Trust; telephone: (713) 483-6817; telecopy: (713) 483-7038;

“ Equity Interests ” means any capital stock, partnership, joint venture, member or limited liability or unlimited liability company interest, beneficial interest in a trust or similar entity or other equity interest or investment of whatever nature;

“ H.15 Statistical Release ” has the meaning set forth in Section 402(b) hereof;

The term “ Indebtedness ” as applied to any Person, means bonds, debentures, notes and other instruments or arrangements representing obligations created or assumed by any such Person, in respect of:  (i) obligations for money borrowed (other than unamortized debt discount or premium); (ii) obligations evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets of any kind; (iii) obligations as lessee under a Capital Lease; and (iv) any amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligations listed in clause (i), (ii) or (iii) above.  All indebtedness of such type, secured by a lien upon property owned by such Person although such Person has not assumed or become liable for the payment of such indebtedness, shall also for all purposes hereof be deemed to be indebtedness of such Person.  All indebtedness for borrowed money incurred by any other Persons which is directly guaranteed as to payment of principal by such Person shall for all purposes hereof be deemed to be indebtedness of any such Person, but no other contingent obligation of such Person in respect of indebtedness incurred by any other Persons shall for any purpose be deemed to be indebtedness of such Person.

“ Independent Investment Banker ” has the meaning set forth in Section 401(c) hereof;

“ Interest Payment Date ” has the meaning set forth in Section 204(a) hereof;

“ Issue Date ” has the meaning provided in Section 204(a) hereof;

“ Long-Term Indebtedness ” means, collectively, the Company’s outstanding: (a) 5.875% Senior Notes due 2008, (b) 6.850% Senior Notes due 2015, (c) 7.25% Senior Notes due 2010, (d) 3.75% Convertible Senior Notes due 2023 and (e) any long-term indebtedness (but excluding for this purpose any long-term indebtedness incurred pursuant to any revolving credit facility, letter of credit facility or other similar bank credit facility) of the Company issued subsequent to the issuance of the Notes and prior to the Termination Date containing a covenant substantially similar to the covenant set forth in Section 301 hereof, or an event of default substantially similar to the event of default set forth in Section 501(c) hereof, but not containing a provision substantially similar to the provision set forth in Section 302 hereof;

“ Make-Whole Premium ” has the meaning set forth in Section 401(b) hereof;

“ Maturity Date ” has the meaning set forth in Section 203 hereof;

“ Notes ” has the meaning set forth in the second paragraph of the Recitals hereof;

“ Original Indenture ” has the meaning set forth in the first paragraph of the Recitals hereof;

“ Redemption Price ” has the meaning set forth in Section 401(a) hereof;

“ Regular Record Date ” has the meaning set forth in Section 204(a) hereof;

“ Remaining Term ” has the meaning set forth in Section 402(a) hereof;

“ Significant Subsidiary ” means, CERC, CenterPoint Houston and any other Subsidiary which, at the time of the creation of a pledge, mortgage, security interest or other lien upon any Equity Interests of such Subsidiary, has consolidated gross assets (having regard to the Company’s beneficial interest in the shares, or the like, of that Subsidiary) that represents at least 25% of the Company’s consolidated gross assets appearing in the Company’s most recent audited consolidated financial statements;

“ Subsidiary ” of any entity means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock or Equity Interests having ordinary voting power to elect a majority of the Board of Directors or comparable governing body of such corporation or other entity (irrespective of whether at the time capital stock of any other class or classes of such corporation or other entity shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership, joint venture or other entity, or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such entity, by such entity and one or more of its other Subsidiaries, or by one or more of such entity’s other Subsidiaries;

“ Termination Date ” has the meaning set forth in Section 302.

All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 8; and

The terms “ herein ,” “ hereof ,” “ hereunder ” and other words of similar import refer to this Supplemental Indenture No. 8.

Section 201   Title of the Securities.   The Notes shall be designated as the “6.50% Senior Notes due 2018”.

Section 202   Limitation on Aggregate Principal Amount .  The Trustee shall authenticate and deliver the Notes for original issue on the Issue Date in the aggregate principal amount of $300,000,000 upon a Company Order for the authentication and delivery thereof and satisfaction of Sections 301 and 303 of the Original Indenture.  Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the name or names of the initial Holder or Holders.  The aggregate principal amount of Notes that may initially be outstanding shall not exceed $300,000,000; provided , however , that the authorized aggregate principal amount of the Notes may be increased above such amount by a Board Resolution to such effect.

Section 203   Stated Maturity .  The stated maturity of the Notes shall be May 1, 2018 (the “ Maturity Date ”).

Section 204   Interest and Interest Rates

(a)           The Notes shall bear interest at a rate of 6.50% per year, from and including May 6, 2008 (the “ Issue Date ”) to, but excluding, the Maturity Date.  Such interest shall be payable semiannually in arrears on May 1 and November 1 of each year (each an “ Interest Payment Date ”), beginning November 1, 2008 to the persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on April 15 and October 15 (each a “ Regular Record Date ”) (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

(b)           Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either (i) be paid to the Person in whose name such Note (or one or more Predecessor Securities) is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or (ii) be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture.

(c)           The amount of interest payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on a Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.

(d)           Any principal and premium, if any, and any installment of interest, which is overdue shall bear interest at the rate of 6.50% per annum (to the extent permitted by law), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.

Section 205   Paying Agent; Place of Payment .  The Trustee shall initially serve as the Paying Agent for the Notes.  The Company may appoint and change any Paying Agent or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee.  The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent.  The Place of Payment where the Notes may be presented or surrendered for payment shall be the Corporate Trust Office of the Trustee.  At the option of the Company, payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing by the Person entitled thereto as specified in the Security Register.

Section 206   Place of Registration or Exchange; Notices and Demands With Respect to the Notes .  The place where the Holders of the Notes may present the Notes for registration of transfer or exchange and may make notices and demands to or upon the Company in respect of the Notes shall be the Corporate Trust Office of the Trustee.

Section 207   Percentage of Principal Amount .  The Notes shall be initially issued at 99.487% of their principal amount plus accrued interest, if any, from May 6, 2008.

Section 208   Global Securities

(a)           The Notes shall be issuable in whole or in part in the form of one or more Global Securities.  Such Global Securities shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act as Depositary with respect to the Notes.  Such Global Securities shall bear the legends set forth in the form of Security attached as Exhibit A   hereto.

Section 209   Form of Securities .  The Notes shall be substantially in the form attached as Exhibit A hereto.

Section 210   Securities Registrar .  The Trustee shall initially serve as the Security Registrar for the Notes.

Section 211   Sinking Fund Obligations .  The Company shall have no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.

Section 212   Defeasance and Discharge; Covenant Defeasance

(a)           Article Fourteen of the Original Indenture, including without limitation Sections 1402 and 1403 thereof (as modified by Section 212(b) hereof), shall apply to the Notes.

(b)           Solely with respect to the Notes issued hereby, the first sentence of Section 1403 of the Original Indenture is hereby deleted in its entirety, and the following is substituted in lieu thereof:

“Upon the Company’s exercise of its option (if any) to have this Section 1403 applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Article Eight and under any covenants provided pursuant to Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such Securities, including, without limitation, the covenants provided for in Article Three of Supplemental Indenture No. 8 to the Indenture, and (2) the occurrence of any event specified in Sections 501(4) (with respect to Article Eight and to any such covenants provided pursuant to Section 301(20), 901(2) or 901(7)) and 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1403 on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Covenant Defeasance”).”

Section 301   Limitations on Liens .  The Company shall not pledge, mortgage, hypothecate, or grant a security interest in, or permit any such mortgage, pledge, security interest or other lien upon any Equity Interests now or hereafter owned by the Company in any Significant Subsidiary to secure any Indebtedness, without making effective provisions whereby the outstanding Notes shall be equally and ratably secured with or prior to any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured; provided, however, that this provision shall not apply to or prevent the creation or existence of:

(a)           any mortgage, pledge, security interest, lien or encumbrance upon the Equity Interests of CenterPoint Energy Transition Bond Company, LLC, CenterPoint Energy Transition Bond Company II, LLC, CenterPoint Energy Transition Bond Company III, LLC or any other special purpose Subsidiary created on or after the date of this Supplemental Indenture by the Company in connection with the issuance of securitization bonds for the economic value of generation-related regulatory assets and stranded costs;

(b)           any mortgage, pledge, security interest, lien or encumbrance upon any Equity Interests in a Person which was not affiliated with the Company prior to one year before the grant of such mortgage, pledge, security interest, lien or encumbrance (or the Equity Interests of a holding company formed to acquire or hold such Equity Interests) created at the time of the Company’s acquisition of the Equity Interests or within one year after such time to secure all or a portion of the purchase price for such Equity Interests; provided that the principal amount of any Indebtedness secured by such mortgage, pledge, security interest, lien or encumbrance does not exceed 100% of such purchase price and the fees, expenses and costs incurred in connection with such acquisition and acquisition financing;

(c)           any mortgage, pledge, security interest, lien or encumbrance existing upon Equity Interests in a Person which was not affiliated with the Company prior to one year before

the grant of such mortgage, pledge, security interest, lien or encumbrance at the time of the Company’s acquisition of such Equity Interests (whether or not the obligations secured thereby are assumed by the Company or such Subsidiary becomes a Significant Subsidiary); provided that (i) such mortgage, pledge, security interest, lien or encumbrance existed at the time such Person became a Significant Subsidiary and was not created in anticipation of the acquisition, and (ii) any such mortgage, pledge, security interest, lien or encumbrance does not by its terms secure any Indebtedness other than Indebtedness existing or committed immediately prior to the time such Person becomes a Significant Subsidiary;

(d)           liens for taxes, assessments or governmental charges or levies to the extent not past due or which are being contested in good faith by appropriate proceedings diligently conducted and for which the Company has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles;

(e)           pledges or deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation;

(f)           materialmen’s, mechanics’, ca