X0306 4 2019-02-19 0 0001130310 CENTERPOINT ENERGY INC CNP 0001188744 CARROLL MILTON 1111 LOUISIANA HOUSTON TX 77002 1 1 0 0 Executive Chairman Common Stock 2019-02-19 4 A 0 23742 31.21 A 166339 D 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 (ii) 29,825 time-based restricted stock units ("RSUs") awarded under Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2019, (ii) 22,873 RSUs awarded under Plan and vesting in February 2020 and (ii) 23,906 RSUs awarded under Plan and vesting in February 2021. The awards to vest in 2019 and 2020 shall vest if Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in 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 event of his disability or death. Also, the award to vest in 2021 shall vest on a pro-rata basis in event of his retirement unless he satisfies conditions for full vesting as described in Issuer's Proxy Statement filed with the SEC on March 15, 2018. For all above awards, Reporting Person is treated as currently retirement eligible. By Vincent A. Mercaldi, Attorney-in-Fact 2019-02-21