Wareing Peter S 4

4 · CENTERPOINT ENERGY INC · Filed Apr 25, 2011

Form 4

Period: 2011-04-21

Director

Transactions

Holdings

Footnotes (5)

[F1]Time-based restricted stock awarded under the Stock Plan for Outside Directors, as amended, to outside directors then in office as of May 2, 2011. Shares will vest on the first anniversary of the grant date if the reporting person is a director of the Company through such date; provided however, the shares become fully vested in the event of a change of control of issuer.
[F2]Price is not applicable.
[F3]Includes 1,333 shares of time-based restricted stock awarded in 2008 that will vest on May 1, 2011; 2,666 shares of time-based restricted stock awarded in 2009 that will vest in 1,333 increments on May 1, 2011 and May 1, 2012; and 4,000 shares of time-based restricted stock awarded in 2010 that will vest on May 3, 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.
[F4]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.
[F5]The reporting person is a general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

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