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Item 6. EXHIBITS

31K characters. Original on sec.gov ·

Item 6. EXHIBITS

Exhibits filed herewith are designated by a cross (†); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about the Registrants, any other persons, any state of affairs or other matters.

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrants have not filed as exhibits to this combined Form 10-Q certain long-term debt instruments, including indentures, under which the total amount of securities authorized does not exceed 10% of the total assets of the Registrants and its subsidiaries on a consolidated basis. The Registrants hereby agree to furnish a copy of any such instrument to the SEC upon request.

Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit ReferenceCenterPoint EnergyHouston ElectricCERC
2.1*Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc.CenterPoint Energy’s Form 8-K dated April 21, 20181-314472.1x
2.2*Securities Purchase Agreement, dated as of February 3, 2020, by and among Vectren Utility Services, Inc., PowerTeam Services, LLC and, solely for purposes of Section 10.17 of the Securities Purchase Agreement, Vectren CorporationCenterPoint Energy’s Form 8-K dated February 3, 20201-314472.1x
2.3*Equity Purchase Agreement, dated as of February 24, 2020, by and between CERC Corp. and Athena Energy Services Buyer, LLCCenterPoint Energy’s Form 8-K dated February 24, 20201-314472.1xx
2.4*Asset Purchase Agreement, by and between CenterPoint Energy Resources Corp. and Southern Col Midco, LLC, dated as of April 29, 2021CenterPoint Energy’s Form 10-Q for the quarter ended March 31, 20211-314472.4xx
3.1Restated Articles of Incorporation of CenterPoint EnergyCenterPoint Energy’s Form 8-K dated July 24, 20081-314473.2x
3.2Restated Certificate of Formation of Houston ElectricHouston Electric’s Form 10-Q for the quarter ended June 30, 20111-31873.1x
3.3Certificate of Incorporation of RERC Corp.CERC Form 10-K for the year ended December 31, 19971-132653(a)(1)x

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Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit ReferenceCenterPoint EnergyHouston ElectricCERC
3.4Certificate of Merger merging former NorAm Energy Corp. with and into HI Merger, Inc. dated August 6, 1997CERC Form 10-K for the year ended December 31, 19971-132653(a)(2)x
3.5Certificate of Amendment changing the name to Reliant Energy Resources Corp.CERC Form 10-K for the year ended December 31, 19981-132653(a)(3)x
3.6Certificate of Amendment changing the name to CenterPoint Energy Resources Corp.CERC Form 10-Q for the quarter ended June 30, 20031-132653(a)(4)x
3.7Third Amended and Restated Bylaws of CenterPoint EnergyCenterPoint Energy’s Form 8-K dated February 21, 20171-314473.1x
3.8Amended and Restated Limited Liability Company Agreement of Houston ElectricHouston Electric’s Form 10-Q for the quarter ended June 30, 20111-31873.2x
3.9Bylaws of RERC Corp.CERC Form 10-K for the year ended December 31, 19971-132653(b)x
3.10Statement of Resolutions Deleting Shares Designated Series A Preferred Stock of CenterPoint EnergyCenterPoint Energy’s Form 10-K for the year ended December 31, 20111-314473(c)x
3.11Statement of Resolution Establishing Series of Shares Designated Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint EnergyCenterPoint Energy’s Form 8-K dated August 22, 20181-314473.1x
3.12Statement of Resolution Establishing Series of Shares designated 7.00% Series B Mandatory Convertible Preferred Stock of CenterPoint EnergyCenterPoint Energy’s Form 8-K dated September 25, 20181-314473.1x
3.13Statement of Resolution Establishing Series of Shares designated Series C Mandatory Convertible Preferred Stock of CenterPoint Energy, Inc., filed with the Secretary of State of the State of Texas and effective May 7, 2020CenterPoint Energy’s Form 8-K dated May 6, 20201-314473.1x
4.1Form of CenterPoint Energy Stock CertificateCenterPoint Energy’s Registration Statement on Form S-43-695024.1x
4.2Form of Certificate representing the Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of CenterPoint EnergyCenterPoint Energy’s Form 8-K dated August 22, 20181-314474.1x
4.3$2,400,000,000 Amended and Restated Credit Agreement dated as of February 4, 2021 among CenterPoint Energy, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties theretoCenterPoint Energy’s Form 8-K dated February 4, 20211-314474.1x
4.4$300,000,000 Credit Agreement dated as of February 4, 2021 among Houston Electric, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, the financial institutions as bank parties thereto and the other parties theretoCenterPoint Energy’s Form 8-K dated February 4, 20211-314474.2xx
4.5$900,000,000 Credit Agreement dated as of February 4, 2021 among CERC Corp., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, the financial institutions as bank parties thereto and the other parties theretoCenterPoint Energy’s Form 8-K dated February 4, 20211-314474.3xx

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Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit ReferenceCenterPoint EnergyHouston ElectricCERC
4.6$400,000,000 Credit Agreement dated as of February 4, 2021 among VUHI, as Borrower, Indiana Gas, SIGECO and VEDO, as guarantors, Bank of America, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto , Inc., as Borrower, Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. as guarantors, Bank of America, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties theretoCenterPoint Energy’s Form 8-K dated February 4, 20211-314474.4x
4.7General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as TrusteeHouston Electric’s Form 10-Q for the quarter ended September 30, 20021-31874(j)(1)x
4.8Ninth Supplemental Indenture to Exhibit 4.7 dated as of November 12, 2002CenterPoint Energy’s Form 10-K for the year ended December 31, 20021-31874(k)(10)x
4.9Twentieth Supplemental Indenture to Exhibit 4.7 dated as of December 9, 2008CenterPoint Energy’s Form 8-K dated January 9, 20091-31874.2x
4.10Thirty-First Supplemental Indenture to Exhibit 4.7, dated as of February 28, 2022Houston Electric’s Form 8-K dated February 23, 20221-31874.4x
†4.11Officer’s Certificate, dated as of February 28, 2022, setting forth the form, terms and provisions of the Thirty-Third and Thirty-Fourth Series of General Mortgage Bondsx
10.1CenterPoint Energy, Inc. 2022 Long Term Incentive PlanCenterPoint Energy’s Definitive Proxy Statement filed on March 11, 20221-31447Appendix Ax
10.2Form of Performance Award Agreement for 20XX-20XX Performance Cycle for the CEO under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.2x
10.3Form of Performance Award Agreement for 20XX-20XX Performance Cycle for officers and director employees under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.3x
10.4Form of Restricted Stock Unit Award Agreement under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.4x
10.5Form of Restricted Stock Unit Award Agreement for the CEO (with Performance Goals) under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.5x
10.6Form of Restricted Stock Unit Award Agreement (with Performance Goals) under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.6x
10.7Form of Restricted Stock Unit Award Agreement for Officers and Director Employees (with Performance Goals) under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.7x
10.8Form of Restricted Stock Unit Award Agreement for the CEO under Exhibit 10.1CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.8x
10.9Amended and Restated CenterPoint Energy 2005 Deferred Compensation Plan, effective January 1, 2009CenterPoint Energy’s Form 10-Q for the quarter ended September 30, 20081-3144710.1x

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Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit ReferenceCenterPoint EnergyHouston ElectricCERC
10.10First Amendment to Exhibit 10.9 effective March 1, 2022CenterPoint Energy’s Form 8-K dated April 22, 20221-3144710.10x
†10.11Second Amendment to Exhibit 10.9 effective May 1, 2022x
10.12CenterPoint Energy Benefit Restoration Plan, effective January 1, 2008CenterPoint Energy’s Form 8-K dated December 22, 20081-3144710.1x
10.13First Amendment to Exhibit 10.12, effective as of February 25, 2011CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20111-3144710.4x
†10.14Partial Termination Amendment to Exhibit 10.12, effective as of March 1, 2022x
10.15CenterPoint Energy Savings Restoration Plan, effective as of January 1, 2008CenterPoint Energy’s Form 8-K dated December 22, 20081-3144710.3x
10.16First Amendment to Exhibit 10.15, effective as of February 25, 2011CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20111-3144710.6x
10.17Second Amendment to Exhibit 10.15, effective as of January 1, 2020CenterPoint Energy’s Form 8-K dated December 9, 20191-3144710.1x
†10.18Partial Termination Amendment to Exhibit 10.15, effective as of March 1, 2022x
†31.1.1Rule 13a-14(a)/15d-14(a) Certification of David J. Lesarx
†31.1.2Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doylex
†31.1.3Rule 13a-14(a)/15d-14(a) Certification of Scott E. Doylex
†31.2.1Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wellsx
†31.2.2Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wellsx
†31.2.3Rule 13a-14(a)/15d-14(a) Certification of Jason P. Wellsx
†32.1.1Section 1350 Certification of David J. Lesarx
†32.1.2Section 1350 Certification of Scott E. Doylex
†32.1.3Section 1350 Certification of Scott E. Doylex
†32.2.1Section 1350 Certification of Jason P. Wellsx
†32.2.2Section 1350 Certification of Jason P. Wellsx
†32.2.3Section 1350 Certification of Jason P. Wellsx
†101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentxxx
†101.SCHInline XBRL Taxonomy Extension Schema Documentxxx
†101.CALInline XBRL Taxonomy Extension Calculation Linkbase Documentxxx
†101.DEFInline XBRL Taxonomy Extension Definition Linkbase Documentxxx
†101.LABInline XBRL Taxonomy Extension Labels Linkbase Documentxxx

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Exhibit NumberDescriptionReport or Registration StatementSEC File or Registration NumberExhibit ReferenceCenterPoint EnergyHouston ElectricCERC
†101.PREInline XBRL Taxonomy Extension Presentation Linkbase Documentxxx
†104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)xxx
*Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CENTERPOINT ENERGY, INC.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
CENTERPOINT ENERGY RESOURCES CORP.
By:/s/ Stacey L. Peterson
Stacey L. Peterson
Senior Vice President and Chief Accounting Officer

Date: May 3, 2022

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