CENTERPOINT ENERGY, INC. BENEFIT
RESTORATION PLAN
(As Amended and Restated Effective July 1, 1991)
WHEREAS , CenterPoint Energy, Inc. (the
“Company”), maintains the CenterPoint Energy, Inc.
Benefit Restoration Plan, effective as of July 1, 1991, and as
thereafter amended (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, along with the earnings attributable
thereto (“Grandfathered Benefits”), from all Plan
benefits earned or vested after December 31, 2004, along with
the earnings attributable thereto (“409A Benefits”);
and
WHEREAS , at all times on and after January 1, 2005,
the Grandfathered Benefits, along with all earnings attributable
thereto, have been (and continue to be) subject to the terms and
provisions of the Plan as in effect on October 3, 2004, and no
material modifications, within the meaning of Code
Section 409A, have been made (in form or operation) to the
Plan with respect to such benefits; and
WHEREAS , the Company desires to bifurcate the Plan such
that (1) the Grandfathered Benefits shall be maintained under
and paid from the Plan, in the form of a frozen plan that is
intended to be a “grandfathered” plan exempt from Code
Section 409A, and (2) the 409A Benefits shall be
maintained under and paid from a separate plan that is intended to
comply with the requirements of Code Section 409A, known as
the CenterPoint Energy Benefit Restoration Plan, as established
effective January 1, 2008; and
WHEREAS , in connection with the foregoing, the Company
desires to rename the Plan;
NOW, THEREFORE , the Company, having reserved the right
under Paragraph 8 thereof to amend the Plan, does hereby amend
the Plan, effective as of January
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