X0303 4 2009-04-23 0 0001130310 CENTERPOINT ENERGY INC CNP 0001328399 Wareing Peter S 1111 LOUISIANA HOUSTON TX 77002 1 0 0 0 Common Stock 2009-04-23 4 A 0 4000 A 28000 D Common Stock 60000 I Elizabeth B. Wareing 1976 Trust This common stock is time-based restricted stock awarded to outside directors then in office as of May 1, 2009. Shares will vest in one-third increments on May 1, 2010, May 1, 2011 and May 1, 2012 if the reporting person is a director of Issuer through such dates; provided however, the shares become fully vested in the event of a change of control of issuer. Price is not applicable. Includes 1,000 shares of time-based restricted stock awarded in 2006 that will vest in 2009; 2,666 shares of time-based restricted stock awarded in 2007 that will vest in 1,333 share increments on June 1, 2009 and June 1, 2010; and 4,000 shares of time-based restricted stock awarded in 2008 that will vest in one-third increments on May 1, 2009, May 1, 2010 and May 1, 2011 if the reporting person is a director of Issuer through such dates; provided however, the shares become fully vested in the event of a change of control of issuer. Shares of CNP common stock held in trust, of which reporting person's spouse is a trustee and the beneficiary. The filing of this Form 4 shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of such equity securities. Peter S. Wareing 2009-04-24