X0306 4 2019-02-19 0 0001130310 CENTERPOINT ENERGY INC CNP 0001526699 Prochazka Scott M 1111 LOUISIANA HOUSTON TX 77002 1 1 0 0 President & CEO Common Stock 2019-02-19 4 A 0 57227 31.21 A 342474 D Common Stock 7028 I By Savings Plan Time-based restricted stock units vesting (i) in February 2022 if the Reporting Person continues to be an employee of Issuer from the grant date through the vesting date; (ii) in the event of his earlier disability or death; or (iii) on a pro-rata basis upon his earlier retirement unless he satisfies various conditions for full vesting. Total includes (i) 63,258 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2019, (ii) 54,115 RSUs previously awarded under the Plan and vesting in February 2020 and (iii) 61,515 RSUs previously awarded under the Plan and vesting in February 2021. The awards to vest in 2019 and 2020 shall vest if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in the event of his earlier retirement, disability or death. The award to vest in 2021 shall vest (i) if he continues to be an employee of Issuer from grant date through vesting date and (ii) in the event of his disability or death. Also, the award to vest in 2021 shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting, as described in the Issuer's Proxy Statement filed with the SEC on March 15, 2018. Equivalent shares held in CenterPoint Energy, Inc. Savings Plan. By Vincent A. Mercaldi, Attorney-in-Fact 2019-02-21