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================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K/A AMENDMENT NO. 1

(Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-31447 ---------------- CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 74-0694415 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1111 LOUISIANA (713) 207-1111 HOUSTON, TEXAS 77002 (Registrant's telephone number, (Address and zip code of including area code) principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of each of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes [X] No [ ] The aggregate market value of the voting stock held by non-affiliates of CenterPoint Energy, Inc. (Company) was $3,521,933,742 as of June 30, 2004, using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934 and excluding shares held by directors and executive officers. As of February 28, 2005, the Company had 308,501,031 shares of Common Stock outstanding. Excluded from the number of shares of Common Stock outstanding are 166 shares held by the Company as treasury stock. Portions of the definitive proxy statement relating to the 2005 Annual Meeting of Shareholders of the Company, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2004, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K. ================================================================================

TABLE OF CONTENTS

EXPLANATORY NOTE This Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2004 (the "Annual Report") is solely for the purpose of supplementing the Annual Report by filing the opinion of our independent registered public accounting firm regarding the financial statement schedules contained in Item 15 that was inadvertently omitted from our original filing. Accordingly, pursuant to Rule 12b-15 of the Securities Exchange Act, this Amendment No. 1 includes such opinion together with a consent of our independent registered public accounting firm (Exhibit 23), the complete text of Item 15, including the financial statement schedules listed in Item 15(a)(2), as well as relevant certifications (Exhibits 31.1 and 31.2). This Amendment No. 1 does not reflect events occurring after the filing of the original Annual Report, or modify or update the disclosures therein in any way other than as described above.

PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements*.

(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2004. I -- Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company)...................... 2 II -- Qualifying Valuation Accounts.................................................................... 9

* Note that the page numbers referenced for the financial statements in (a)(1) above are the relevant page numbers of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as originally filed on March 16, 2005. The following schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements: III, IV and V. (a)(3) Exhibits. See Index of Exhibits beginning on page 11, which index also includes the management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K. 1

CENTERPOINT ENERGY SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF OPERATIONS

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8 2

CENTERPOINT ENERGY, INC. SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) BALANCE SHEETS

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

CENTERPOINT ENERGY, INC. SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF CENTERPOINT ENERGY, INC. (PARENT COMPANY) STATEMENTS OF CASH FLOWS

See CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8 4

CENTERPOINT ENERGY, INC. SCHEDULE I -- NOTES TO CONDENSED FINANCIAL INFORMATION (PARENT COMPANY) (1) The condensed parent company financial statements and notes should be read in conjunction with the consolidated financial statements and notes of CenterPoint Energy, Inc. (CenterPoint Energy or the Company) appearing in the Annual Report on Form 10-K. CenterPoint Energy, Inc. is a public utility holding company that became the parent of Reliant Energy, Incorporated (Reliant Energy) and its subsidiaries on August 31, 2002 as part of a corporate restructuring of Reliant Energy (the Restructuring). CenterPoint Energy is a registered public utility holding company under the 1935 Act. Prior to the Restructuring, Reliant Energy was a public utility holding company that was exempt from registration under the 1935 Act. After the Restructuring, an exemption was no longer available for the corporate structure that the Texas Utility Commission required CenterPoint Energy to adopt under the Texas electric restructuring law. CenterPoint Energy did not conduct any activities other than those incident to its formation until September 1, 2002. Accordingly, statements of operations and cash flows would not provide meaningful information and have been omitted for periods prior to September 1, 2002. (2) As a registered public utility holding company, the Company and its subsidiaries except Texas Genco Holdings, Inc. (Texas Genco) are subject to a comprehensive regulatory scheme imposed by the Securities and Exchange Commission (SEC) in order to protect customers, investors and the public interest. Although the SEC does not regulate rates and charges under the 1935 Act, it does regulate the structure, financing, lines of business and internal transactions of public utility holding companies and their system companies. In order to obtain financing, acquire additional public utility assets or stock, or engage in other significant transactions, CenterPoint Energy is required to obtain approval from the SEC under the 1935 Act. The Company received an order from the SEC under the 1935 Act on June 30, 2003 and supplemental orders thereafter relating to its financing activities and those of its regulated subsidiaries, as well as other matters. The orders are effective until June 30, 2005. As of December 31, 2004, the orders generally permitted the Company and its regulated subsidiaries to issue securities to refinance indebtedness outstanding at June 30, 2003, and authorized the Company and its regulated subsidiaries to issue certain incremental external debt securities and common and preferred stock through June 30, 2005, without prior authorization from the SEC. Further, the SEC has reserved jurisdiction over the issuance by the Company and its regulated subsidiaries of certain amounts of incremental external debt securities, so that the Company is required to obtain SEC approval prior to issuing those incremental amounts. The orders require that if the Company or any of its regulated subsidiaries issues any security that is rated by a nationally recognized statistical rating organization (NRSRO), the security to be issued must obtain an investment grade rating from at least one NRSRO and, as a condition to such issuance, all outstanding rated securities of the issuer and of the Company must be rated investment grade by at least one NRSRO. The orders also contain certain requirements for interest rates, maturities, issuance expenses and use of proceeds. Under the orders, the Company's common equity as a percentage of total capitalization must be at least 30%. The SEC has acknowledged that prior to the monetization of Texas Genco and the securitization of the true-up components, the Company's common equity as a percentage of total capitalization is expected to remain less than 30%. In addition, after the securitization, the Company's common equity as a percentage of total capitalization, including securitized debt, is expected to be less than 30%, which the SEC has permitted for other companies. Effective January 1, 2004, CenterPoint Energy established a service company in order to comply with the 1935 Act. As a result, certain assets and liabilities of the parent company were transferred to the service company, primarily property, plant and equipment, pension and other postemployment benefit assets and obligations and related deferred taxes. These transfers have been excluded from the Statement of Cash Flows for the year ended December 31, 2004 as they represent non-cash transactions. (3) On September 30, 2002, the Company distributed to its shareholders 240 million shares of Reliant Energy, Inc. (formerly Reliant Resources, Inc.) (RRI) common stock, which represented the Company's approximately 83% ownership interest in RRI, by means of a tax-free spin-off in the form of a dividend. Holders of CenterPoint Energy common stock on the record date received 0.788603 shares of RRI common stock for each share of CenterPoint 5

Energy stock that they owned on the record date. The total value of the RRI Distribution, after the impairment charge discussed below, was $847 million. As a result of the spin-off of Reliant Resources, the Company recorded a non-cash loss on disposal of discontinued operations of $4.4 billion in 2002. This loss represented the excess of the carrying value of the Company's net investment in RRI over the market value of RRI's common stock. (4) The Company distributed approximately 19% of the 80 million outstanding shares of common stock of Texas Genco to its shareholders on January 6, 2003. As a result of the distribution of Texas Genco common stock, the Company recorded a pre-tax impairment charge of $399 million, which was reflected as a regulatory asset in the Consolidated Balance Sheet as of December 31, 2003. This impairment charge represents the excess of the carrying value of the Company's net investment in Texas Genco over the market value of Texas Genco's common stock. In July 2004, the Company announced its agreement to sell its majority owned subsidiary, Texas Genco, to Texas Genco LLC (formerly known as GC Power Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group. On December 15, 2004, Texas Genco completed the sale of its fossil generation assets (coal, lignite and gas-fired plants) to Texas Genco LLC for $2.813 billion in cash. Following the sale, Texas Genco distributed $2.231 billion in cash to the Company. Texas Genco's principal remaining asset is its ownership interest in a nuclear generating facility. The final step of the transaction, the merger of Texas Genco with a subsidiary of Texas Genco LLC in exchange for an additional cash payment to the Company of $700 million, is expected to close during the first half of 2005, following receipt of approval from the Nuclear Regulatory Commission. The Company recorded an after tax loss of $366 million in 2004 related to the sale of Texas Genco. (5) On December 15, 2004, the Company permanently reduced its three-year credit facility to $750 million from $2.34 billion. The credit facility was composed of a $1.425 billion revolving credit facility (London interbank offered rate (LIBOR) plus 300 basis points), which has been permanently reduced to $750 million, and a $915 million term loan (LIBOR) plus 350 basis points), which was repaid and retired on December 15, 2004. As a result of the term loan repayment and the permanent reduction of the revolving credit facility, the Company expensed $15 million of unamortized loan costs in the fourth quarter of 2004 that were associated with these facilities. In March 2005, the Company replaced its $750 million revolving credit facility with a $1 billion five-year revolving credit facility. Borrowings may be made under the facility at LIBOR plus 100 basis points based on current credit ratings. An additional utilization fee of 12.5 basis points applies to borrowings any time more than 50% of the facility is utilized. Changes in credit ratings would lower or raise the increment to LIBOR depending on whether ratings improved or were lowered. On May 19, 2003, the Company issued $575 million aggregate principal amount of convertible senior notes due May 15, 2023 with an interest rate of 3.75%. Holders may convert each of their notes into shares of CenterPoint Energy common stock, initially at a conversion rate of 86.3558 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% or, following May 15, 2008, 110% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's Investors Service, Inc. (Moody's) and Standard & Poor's Ratings Services (S&P), a division of The McGraw-Hill Companies, are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after May 15, 2008, in the event that the average trading price of a note for the applicable five trading day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any 6

six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period. In March 2005, the Company filed a registration statement relating to an offer to exchange its 3.75% convertible senior notes due 2023 for a new series of 3.75% convertible senior notes due 2023. This registration statement has not yet been declared effective by the SEC. The Company expects to conduct the exchange offer in response to the guidance set forth in Emerging Issues Task Force No. 04-8, "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per Share". Under that guidance, because settlement of the principal portion of new notes will be made in cash rather than stock, exchanging new notes for old notes will allow the Company to exclude the portion of the conversion value of the new notes attributable to their principal amount from its computation of diluted earnings per share from continuing operations. On December 17, 2003, the Company issued $255 million aggregate principal amount of convertible senior notes due January 15, 2024 with an interest rate of 2.875%. Holders may convert each of their notes into shares of CenterPoint Energy common stock, initially at a conversion rate of 78.064 shares of common stock per $1,000 principal amount of notes at any time prior to maturity, under the following circumstances: (1) if the last reported sale price of CenterPoint Energy common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% of the conversion price per share of CenterPoint Energy common stock on such last trading day, (2) if the notes have been called for redemption, (3) during any period in which the credit ratings assigned to the notes by both Moody's and S&P are lower than Ba2 and BB, respectively, or the notes are no longer rated by at least one of these ratings services or their successors, or (4) upon the occurrence of specified corporate transactions, including the distribution to all holders of CenterPoint Energy common stock of certain rights entitling them to purchase shares of CenterPoint Energy common stock at less than the last reported sale price of a share of CenterPoint Energy common stock on the trading day prior to the declaration date of the distribution or the distribution to all holders of CenterPoint Energy common stock of the Company's assets, debt securities or certain rights to purchase the Company's securities, which distribution has a per share value exceeding 15% of the last reported sale price of a share of CenterPoint Energy common stock on the trading day immediately preceding the declaration date for such distribution. Under the original terms of these convertible senior notes, CenterPoint Energy could elect to satisfy part or all of its conversion obligation by delivering cash in lieu of shares of CenterPoint Energy. On December 13, 2004, the Company entered into a supplemental indenture with respect to these convertible senior notes in order to eliminate its right to settle the conversion of the notes solely in shares of its common stock. The convertible senior notes also have a contingent interest feature requiring contingent interest to be paid to holders of notes commencing on or after January 15, 2007, in the event that the average trading price of a note for the applicable five-trading-day period equals or exceeds 120% of the principal amount of the note as of the day immediately preceding the first day of the applicable six-month interest period. For any six-month period, contingent interest will be equal to 0.25% of the average trading price of the note for the applicable five-trading-day period. (6) On December 30, 2004, the Board of Directors of the Company adopted a plan for an accounting reorganization of the Company, to be effective as of January 1, 2005. This plan was adopted in order to eliminate the accumulated retained earnings deficit that exists. The plan adopted by the Company required: (1) a report to be presented to and reviewed by the Company's Board of Directors on or before February 28, 2005 as to the completion of the valuation analysis of the accounting reorganization and the effects of the accounting reorganization on the Company's financial statements, (2) a determination that the accounting reorganization is in accordance with accounting principles generally accepted in the United States, and (3) that there be no determination by the Company's Board of Directors on or before February 28, 2005 that the accounting reorganization is inconsistent with the Company's regulatory obligations. The Company is continuing to work to complete the valuation analysis and the effects on the Company's financial statements of the accounting reorganization, and on February 23, 2005, the Company's Board of Directors extended until May 10, 2005 the time for making the determination described in (3) of the preceding sentence. An accounting reorganization, sometimes called a "quasi-reorganization," allows a company to extinguish a negative retained earnings balance. It involves restating a company's assets and its liabilities to their fair values. The negative balance in the retained earnings account is then brought to zero through a reduction in the other capital accounts, giving the company a "fresh start" with a zero balance in retained earnings. As of December 31, 2004, the Company had an accumulated retained earnings deficit of approximately $1.7 billion. That deficit stemmed from the 7

accounting effects of (1) the Company's distribution of its ownership interest in RRI to its shareholders in September 2002, (2) the extraordinary loss recorded in connection with the Texas Utility Commission's order related to the 2004 True-Up Proceeding (defined below) and (3) the loss on discontinued operations that was recorded in connection with the Company's sale of Texas Genco. Those events stemmed from the Company's response to the Texas electric restructuring law. In addition to eliminating the accumulated deficit in retained earnings and restating assets and liabilities to fair value, if a quasi-reorganization were implemented, the Company and CenterPoint Houston would be required to implement any accounting standards that have been issued but not yet adopted. The Company is seeking to eliminate the negative retained earnings balance because restrictions contained in the 1935 Act require registered public utility holding companies, like the Company, to obtain express authorization from the SEC to pay dividends when current or retained earnings are insufficient to do so. Eliminating the negative retained earnings balance will permit current earnings not utilized to pay dividends to more quickly build up a retained earnings balance. Under 1935 Act regulations, the Company could pay dividends out of this balance during periods when current earnings may not be adequate to do so. In addition, the Company has undertaken an obligation under the 1935 Act to achieve a minimum ratio of common equity to total capitalization of thirty percent, which, depending on the results of the restatement of assets and liabilities under the accounting reorganization, could be affected by, and will be taken into consideration by the Board of Directors in evaluating the effects of, the accounting reorganization. The Company will seek such authority as may be required under the 1935 Act in connection with the quasi-reorganization. 8

CENTERPOINT ENERGY, INC. SCHEDULE II -- QUALIFYING VALUATION ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2004

- ------------ (1) Charges to other accounts represent changes in presentation to reflect state tax attributes net of federal tax benefit as well as to reflect amounts that were netted against related attribute balances in prior years. (2) Deductions from reserves represent losses or expenses for which the respective reserves were created. In the case of the uncollectible accounts reserve, such deductions are net of recoveries of amounts previously written off. 9

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 29th day of August, 2005. CENTERPOINT ENERGY, INC. (Registrant) By: /s/ DAVID M. MCCLANAHAN ------------------------------------------- David M. McClanahan, President and Chief Executive Officer 10

CENTERPOINT ENERGY, INC. EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004 INDEX OF EXHIBITS Exhibits included with this report are designated by a cross (+); exhibits previously filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as originally filed on March 16, 2005 are designated by two crosses (++); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K. CenterPoint Energy has not filed the exhibits and schedules to Exhibit 2(b). CenterPoint Energy hereby agrees to furnish supplementally a copy of any schedule omitted from Exhibit 2(b) to the SEC upon request.

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------- -------------------------------- ------------ --------- 2(a) -- Agreement and Plan of Merger, CenterPoint Energy's Form 10-K 1-31447 2 dated as of October 19, 2001, for the year ended December 31, by and among Reliant Energy, 2001 Incorporated ("Reliant Energy"), CenterPoint Energy, Inc. ("CenterPoint Energy") and Reliant Energy MergerCo, Inc. 2(b) -- Transaction Agreement dated CenterPoint Energy's Form 8-K 1-31447 10.1 July 21, 2004 among CenterPoint dated July 21, 2004 Energy, Utility Holding, LLC, NN Houston Sub, Inc., Texas Genco Holdings, Inc. ("Texas Genco"), HPC Merger Sub, Inc. and GC Power Acquisition LLC 3(a)(1) -- Amended and Restated Articles CenterPoint Energy's 3-69502 3.1 of Incorporation of CenterPoint Registration Statement on Form Energy S-4 3(a)(2) -- Articles of Amendment to CenterPoint Energy's Form 10-K 1-31447 3.1.1 Amended and Restated Articles for the year ended December 31, of Incorporation of CenterPoint 2001 Energy 3(b) -- Amended and Restated Bylaws of CenterPoint Energy's Form 10-K 1-31447 3.2 CenterPoint Energy for the year ended December 31, 2001 3(c) -- Statement of Resolution CenterPoint Energy's Form 10-K 1-31447 3.3 Establishing Series of Shares for the year ended December 31, designated Series A Preferred 2001 Stock of CenterPoint Energy 4(a) -- Form of CenterPoint Energy CenterPoint Energy's 3-69502 4.1 Stock Certificate Registration Statement on Form S-4 4(b) -- Rights Agreement dated January CenterPoint Energy's Form 10-K 1-31447 4.2 1, 2002, between CenterPoint for the year ended December 31, Energy and JPMorgan Chase Bank, 2001 as Rights Agent 4(c) -- Contribution and Registration CenterPoint Energy's Form 10-K 1-31447 4.3 Agreement dated December 18, for the year ended December 31, 2001 among Reliant Energy, 2001 CenterPoint Energy and the Northern Trust Company, trustee under the Reliant Energy, Incorporated Master Retirement Trust 4(d)(1) -- Mortgage and Deed of Trust, HL&P's Form S-7 filed on August 2-59748 2(b) dated November 1, 1944 between 25, 1977 Houston Lighting and Power Company ("HL&P") and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented by 20 Supplemental Indentures thereto 11

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------- -------------------------------- ------------ --------- 4(d)(2) -- Twenty-First through Fiftieth HL&P's Form 10-K for the year 1-3187 4(a)(2) Supplemental Indentures to ended December 31, 1989 Exhibit 4(d)(1) 4(d)(3) -- Fifty-First Supplemental HL&P's Form 10-Q for the quarter 1-3187 4(a) Indenture to Exhibit 4(d)(1) ended June 30, 1991 dated as of March 25, 1991 4(d)(4) -- Fifty-Second through HL&P's Form 10-Q for the quarter 1-3187 4 Fifty-Fifth Supplemental ended March 31, 1992 Indentures to Exhibit 4(d)(1) each dated as of March 1, 1992 4(d)(5) -- Fifty-Sixth and Fifty-Seventh HL&P's Form 10-Q for the quarter 1-3187 4 Supplemental Indentures to ended September 30, 1992 Exhibit 4(d)(1) each dated as of October 1, 1992 4(d)(6) -- Fifty-Eighth and Fifty-Ninth HL&P's Form 10-Q for the quarter 1-3187 4 Supplemental Indentures to ended March 31, 1993 Exhibit 4(d)(1) each dated as of March 1, 1993 4(d)(7) -- Sixtieth Supplemental Indenture HL&P's Form 10-Q for the quarter 1-3187 4 to Exhibit 4(d)(1) dated as of ended June 30, 1993 July 1, 1993 4(d)(8) -- Sixty-First through Sixty-Third HL&P's Form 10-K for the year 1-3187 4(a)(8) Supplemental Indentures to ended December 31, 1993 Exhibit 4(d)(1) each dated as of December 1, 1993 4(d)(9) -- Sixty-Fourth and Sixty-Fifth HL&P's Form 10-K for the year 1-3187 4(a)(9) Supplemental Indentures to ended December 31, 1995 Exhibit 4(d)(1) each dated as of July 1, 1995 4(e)(1) -- General Mortgage Indenture, CenterPoint Houston's Form 10-Q 1-3187 4(j)(1) dated as of October 10, 2002, for the quarter ended September between CenterPoint Energy 30, 2002 Houston Electric, LLC and JPMorgan Chase Bank, as Trustee 4(e)(2) -- First Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(2) Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(3) -- Second Supplemental Indenture CenterPoint Houston's Form 10- Q 1-3187 4(j)(3) to Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(4) -- Third Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(4) Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(5) -- Fourth Supplemental Indenture CenterPoint Houston's Form 10- Q 1-3187 4(j)(5) to Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(6) -- Fifth Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(6) Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(7) -- Sixth Supplemental Indenture to CenterPoint Houston's Form 10-Q 1-3187 4(j)(7) Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(8) -- Seventh Supplemental Indenture CenterPoint Houston's Form 10-Q 1-3187 4(j)(8) to Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(9) -- Eighth Supplemental Indenture CenterPoint Houston's Form 10-Q 1-3187 4(j)(9) to Exhibit 4(e)(1), dated as of for the quarter ended September October 10, 2002 30, 2002 4(e)(10) -- Officer's Certificates dated CenterPoint Energy's Form 10-K 1-31447 4(e)(10) October 10, 2002 setting forth for the year ended December 31, the form, terms and provisions 2003 of the First through Eighth Series of General Mortgage Bonds 12

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------- -------------------------------- ------------ --------- 4(e)(11) -- Ninth Supplemental Indenture to CenterPoint Energy's Form 10-K 1-31447 4(e)(10) Exhibit 4(e)(1), dated as of for the year ended December 31, November 12, 2002 2002 4(e)(12) -- Officer's Certificate dated CenterPoint Energy's Form 10-K 1-31447 4(e)(12) November 12, 2002 setting forth for the year ended December 31, the form, terms and provisions 2003 of the Ninth Series of General Mortgage Bonds 4(e)(13) -- Tenth Supplemental Indenture to CenterPoint Energy's Form 8-K 1-31447 4.1 Exhibit 4(e)(1), dated as of dated March 13, 2003 March 18, 2003 4(e)(14) -- Officer's Certificate dated CenterPoint Energy's Form 8-K 1-31447 4.2 March 18, 2003 setting forth dated March 13, 2003 the form, terms and provisions of the Tenth Series and Eleventh Series of General Mortgage Bonds 4(e)(15) -- Eleventh Supplemental Indenture CenterPoint Energy's Form 8-K 1-31447 4.1 to Exhibit 4(e)(1), dated as of dated May 16, 2003 May 23, 2003 4(e)(16) -- Officer's Certificate dated May CenterPoint Energy's Form 8-K 1-31447 4.2 23, 2003 setting forth the dated May 16, 2003 form, terms and provisions of the Twelfth Series of General Mortgage Bonds 4(e)(17) -- Twelfth Supplemental Indenture CenterPoint Energy's Form 8-K 1-31447 4.2 to Exhibit 4(e)(1), dated as of dated September 9, 2003 September 9, 2003 4(e)(18) -- Officer's Certificate dated CenterPoint Energy's Form 8-K 1-31447 4.3 September 9, 2003 setting forth dated September 9, 2003 the form, terms and provisions of the Thirteenth Series of General Mortgage Bonds 4(f)(1) -- Indenture, dated as of February RERC Corp.'s Form 8-K dated 1-13265 4.1 1, 1998, between Reliant Energy February 5, 1998 Resources Corp. ("RERC Corp.") and Chase Bank of Texas, National Association, as Trustee 4(f)(2) -- Supplemental Indenture No. 1 to RERC Corp.'s Form 8-K dated 1-13265 4.2 Exhibit 4(f)(1), dated as of November 9, 1998 February 1, 1998, providing for the issuance of RERC Corp.'s 6 1/2% Debentures due February 1, 2008 4(f)(3) -- Supplemental Indenture No. 2 to RERC Corp.'s Form 8-K dated 1-13265 4.1 Exhibit 4(f)(1), dated as of November 9, 1998 November 1, 1998, providing for the issuance of RERC Corp.'s 6 3/8% Term Enhanced ReMarketable Securities 4(f)(4) -- Supplemental Indenture No. 3 to RERC Corp.'s Registration 333-49162 4.2 Exhibit 4(f)(1), dated as of Statement on Form S-4 July 1, 2000, providing for the issuance of RERC Corp.'s 8.125% Notes due 2005 4(f)(5) -- Supplemental Indenture No. 4 to RERC Corp.'s Form 8-K dated 1-13265 4.1 Exhibit 4(f)(1), dated as of February 21, 2001 February 15, 2001, providing for the issuance of RERC Corp.'s 7.75% Notes due 2011 4(f)(6) -- Supplemental Indenture No. 5 to CenterPoint Energy's Form 8-K 1-31447 4.1 Exhibit 4(f)(1), dated as of dated March 18, 2003 March 25, 2003, providing for the issuance of CenterPoint Energy Resources Corp.'s ("CERC Corp.'s") 7.875% Senior Notes due 2013 13

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------- -------------------------------- ------------ --------- 4(f)(7) -- Supplemental Indenture No. 6 to CenterPoint Energy's Form 8-K 1-31447 4.2 Exhibit 4(f)(1), dated as of dated April 7, 2003 April 1, 2003, providing for the issuance of CERC Corp.'s 7.875% Senior Notes due 2013 4(f)(8) -- Supplemental Indenture No. 7 to CenterPoint Energy's Form 8-K 1-31447 4.2 Exhibit 4(f)(1), dated as of dated October 29, 2003 November 3, 2003, providing for the issuance of CERC Corp.'s 5.95% Senior Notes due 2014 4(g)(1) -- Indenture, dated as of May 19, CenterPoint Energy's Form 8-K 1-31447 4.1 2003, between CenterPoint dated May 19, 2003 Energy and JPMorgan Chase Bank, as Trustee 4(g)(2) -- Supplemental Indenture No. 1 to CenterPoint Energy's Form 8-K 1-31447 4.2 Exhibit 4(g)(1), dated as of dated May 19, 2003 May 19, 2003, providing for the issuance of CenterPoint Energy's 3.75% Convertible Senior Notes due 2023 4(g)(3) -- Supplemental Indenture No. 2 to CenterPoint Energy's Form 8-K 1-31447 4.3 Exhibit 4(g)(1), dated as of dated May 19, 2003 May 27, 2003, providing for the issuance of CenterPoint Energy's 5.875% Senior Notes due 2008 and 6.85% Senior Notes due 2015 4(g)(4) -- Supplemental Indenture No. 3 to CenterPoint Energy's Form 8-K 1-31447 4.2 Exhibit 4(g)(1), dated as of dated September 9, 2003 September 9, 2003, providing for the issuance of CenterPoint Energy's 7.25% Senior Notes due 2010 4(g)(5) -- Supplemental Indenture No. 4 to CenterPoint Energy's Form 8-K 1-31447 4.2 Exhibit 4(g)(1), dated as of dated December 10, 2003 December 17, 2003, providing for the issuance of CenterPoint Energy's 2.875% Convertible Senior Notes due 2024 4(g)(6) -- Supplemental Indenture No. 5 to CenterPoint Energy's Form 8-K 1-31447 4.1 Exhibit 4(g)(1), dated as of dated December 9, 2004 December 13, 2004, as supplemented by Exhibit 4(g)(5), relating to the issuance of CenterPoint Energy's 2.875% Convertible Senior Notes dues 2024 4(h) -- Supplemental Indenture No. 2 CenterPoint Energy's Form 8-K12B 1-31447 4(e) dated as of August 31, 2002, dated August 31, 2002 among CenterPoint Energy, Reliant Energy and JPMorgan Chase Bank (supplementing the Subordinated Indenture dated as of September 1, 1999 under which Reliant Energy's 2% Zero-Premium Exchangeable Subordinated Notes Due 2029 were issued) 4(i) -- Supplemental Indenture No. 3 CenterPoint Energy's Form 8-K12B 1-31447 4(g) dated as of August 31, 2002 dated August 31, 2002 among CenterPoint Energy, REI and The Bank of New York (supplementing the Junior Subordinated Indenture dated as of February 1, 1997 under which REI's Junior Subordinated Debentures related to 8.257% capital securities issued by HL&P Capital Trust II were issued) 4(j) -- Third Supplemental Indenture CenterPoint Energy's Form 8-K12B 1-31447 4(h) dated as of August 31, 2002 dated August 31, 2002 among CenterPoint Energy, Reliant Energy, RERC and The Bank of New York (supplementing the Indenture dated as of June 15, 1996 under which RERC's 6.25% Convertible Junior Subordinated Debentures were issued) 14

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------- -------------------------------- ------------ --------- 4(k) -- Second Supplemental Indenture CenterPoint Energy's Form 8-K12B 1-31447 4(i) dated as of August 31, 2002 dated August 31, 2002 among CenterPoint Energy, Reliant Energy, RERC and JPMorgan Chase Bank (supplementing the Indenture dated as of March 1, 1987 under which RERC's 6% Convertible Subordinated Debentures due 2012 were issued) 4(l) -- Assignment and Assumption CenterPoint Energy's Form 8-K12B 1-31447 4(j) Agreement for the Guarantee dated August 31, 2002 Agreements dated as of August 31, 2002 between CenterPoint Energy and Reliant Energy (relating to the Guarantee Agreement dated as of February 4, 1997 between Reliant Energy and The Bank of New York providing for the guaranty of certain amounts relating to the 8.257% capital securities issued by HL&P Capital Trust II) 4(m) -- Assignment and Assumption CenterPoint Energy's Form 8-K12B 1-31447 4(l) Agreement for the Expense and dated August 31, 2002 Liability Agreements and the Trust Agreements dated as of August 31, 2002 between CenterPoint Energy and Reliant Energy (relating to (i) the Agreement as to Expenses and Liabilities dated as of February 4, 1997 between Reliant Energy and HL&P Capital Trust II and (ii) HL&P Capital Trust II's Amended and Restated Trust Agreement dated February 4, 1997 4(n)(1) -- $1,310,000,000 Credit CenterPoint Energy's Form 10-K 1-31447 4(g)(1) Agreement, dated as of November for the year ended December 31, 12, 2002, among CenterPoint 2002 Houston and the banks named therein 4(n)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.7 4(n)(1), dated as of September for the quarter ended September 3, 2003 30, 2003 4(n)(3) -- Pledge Agreement, dated as of CenterPoint Energy's Form 10-K 1-31447 4(g)(2) November 12, 2002 executed in for the year ended December 31, connection with Exhibit 4(n)(1) 2002 4(o) -- $1,000,000,000 Credit Agreement CenterPoint Energy's Form 8-K 1-31447 4.1 dated as of March 7, 2005 among dated March 7, 2005 CenterPoint Energy and the banks named therein ++4(p)(1) -- $75,000,000 revolving credit facility dated as of February 3, 2005 among Texas Genco Holdings, Inc., Texas Genco GP, LLC, Texas Genco LP, LLC, Texas Genco, LP and the banks named therein ++4(p)(2) -- Pledge Agreement, dated as of February 3, 2005, executed in connection with Exhibit 4(p)(1) 15

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

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(a)(1) -- Executive Benefit Plan of HI's Form 10-Q for the quarter 1-7629 10(a)(1), Houston Industries ended March 31, 1987 10(a)(2), Incorporated ("HI") and First and and Second Amendments thereto 10(a)(3) effective as of June 1, 1982, July 1, 1984, and May 7, 1986, respectively *10(a)(2) -- Third Amendment dated Reliant Energy's Form 10-K for 1-3187 10(a)(2) September 17, 1999 to Exhibit the year ended December 31, 2000 10(a)(1) *10(a)(3) -- CenterPoint Energy Executive CenterPoint Energy's Form 10-Q 1-31447 10.4 Benefits Plan, as amended and for the quarter ended September restated effective June 18, 30, 2003 2003 *10(b)(1) -- Executive Incentive HI's Form 10-K for the year 1-7629 10(b) Compensation Plan of HI ended December 31, 1991 effective as of January 1, 1982 *10(b)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a) 10(b)(1) effective as of March ended March 31, 1992 30, 1992 *10(b)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b) 10(b)(1) effective as of ended December 31, 1992 November 4, 1992 *10(b)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b)(4) 10(b)(1) effective as of ended December 31, 1994 September 7, 1994 *10(b)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(b)(5) 10(b)(1) effective as of ended December 31, 1997 August 6, 1997 *10(c)(1) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b)(1) Compensation Plan of HI ended March 31, 1987 effective as of January 1, 1985 *10(c)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(b)(3) 10(c)(1) effective as of ended December 31, 1988 January 1, 1985 *10(c)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(3) 10(c)(1) effective as of ended December 31, 1991 January 1, 1985 *10(c)(4) -- Third Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b) 10(c)(1) effective as of March ended March 31, 1992 30, 1992 *10(c)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(5) 10(c)(1) effective as of ended December 31, 1992 November 4, 1992 *10(c)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(6) 10(c)(1) effective as of ended December 31, 1994 September 7, 1994 *10(c)(7) -- Sixth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(c)(7) 10(c)(1) effective as of ended December 31, 1997 August 6, 1997 *10(d) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b)(2) Compensation Plan of HL&P ended March 31, 1987 effective as of January 1, 1985 *10(e)(1) -- Executive Incentive HI's Form 10-Q for the quarter 1-7629 10(b) Compensation Plan of HI as ended June 30, 1989 amended and restated on January 1, 1989 *10(e)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(2) 10(e)(1) effective as of ended December 31, 1991 January 1, 1989 *10(e)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c) 10(e)(1) effective as of March ended March 31, 1992 30, 1992 17

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(e)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(c)(4) 10(e)(1) effective as of ended December 31, 1992 November 4, 1992 *10(e)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(5) 10(e)(1) effective as of ended December 31, 1994 September 7, 1994 *10(f)(1) -- Executive Incentive HI's Form 10-K for the year 1-7629 10(b) Compensation Plan of HI as ended December 31, 1990 amended and restated on January 1, 1991 *10(f)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(2) 10(f)(1) effective as of ended December 31, 1991 January 1, 1991 *10(f)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d) 10(f)(1) effective as of March ended March 31, 1992 30, 1992 *10(f)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(4) 10(f)(1) effective as of ended December 31, 1992 November 4, 1992 *10(f)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(5) 10(f)(1) effective as of ended December 31, 1992 January 1, 1993 *10(f)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(6) 10(f)(1) effective in part, ended December 31, 1994 January 1, 1995, and in part, September 7, 1994 *10(f)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a) 10(f)(1) effective as of ended June 30, 1995 August 1, 1995 *10(f)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a) 10(f)(1) effective as of ended June 30, 1996 January 1, 1996 *10(f)(9) -- Eighth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(a) 10(f)(1) effective as of ended June 30, 1997 January 1, 1997 *10(f)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(f)(10) 10(f)(1) effective in part, ended December 31, 1997 January 1, 1997, and in part, January 1, 1998 *10(g) -- Benefit Restoration Plan of HI HI's Form 10-Q for the quarter 1-7629 10(c) effective as of June 1, 1985 ended March 31, 1987 *10(h) -- Benefit Restoration Plan of HI HI's Form 10-K for the year 1-7629 10(g)(2) as amended and restated ended December 31, 1991 effective as of January 1, 1988 *10(i)(1) -- Benefit Restoration Plan of HI's Form 10-K for the year 1-7629 10(g)(3) HI, as amended and restated ended December 31, 1991 effective as of July 1, 1991 *10(i)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(i)(2) 10(i)(1) effective in part, ended December 31, 1997 August 6, 1997, in part, September 3, 1997, and in part, October 1, 1997 *10(j)(1) -- Deferred Compensation Plan of HI's Form 10-Q for the quarter 1-7629 10(d) HI effective as of September ended March 31, 1987 1, 1985 *10(j)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(d)(2) 10(j)(1) effective as of ended December 31, 1990 September 1, 1985 *10(j)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(e) 10(j)(1) effective as of March ended March 31, 1992 30, 1992 *10(j)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(h)(4) 10(j)(1) effective as of June ended December 31, 1993 2, 1993 *10(j)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(h)(5) 10(j)(1) effective as of ended December 31, 1994 September 7, 1994 *10(j)(6) -- Fifth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d) 10(j)(1) effective as of ended June 30, 1995 August 1, 1995 *10(j)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b) 10(j)(1) effective as of ended June 30, 1995 December 1, 1995 18

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(j)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b) 10(j)(1) effective as of ended June 30, 1997 January 1, 1997 *10(j)(9) -- Eighth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(j)(9) 10(j)(1) effective as of ended December 31, 1997 October 1, 1997 *10(j)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(j)(10) 10(j)(1) effective as of ended December 31, 1997 September 3, 1997 *10(j)(11) -- Tenth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(j)(11) 10(j)(1) effective as of for the year ended December 31, January 1, 2001 2002 *10(j)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(j)(12) 10(j)(1) effective as of for the year ended December 31, August 31, 2002 2002 *10(j)(13) -- CenterPoint Energy 1985 CenterPoint Energy's Form 10-Q 1-31447 10.1 Deferred Compensation Plan, as for the quarter ended September amended and restated effective 30, 2003 January 1, 2003 *10(k)(1) -- Deferred Compensation Plan of HI's Form 10-Q for the quarter 1-7629 10(a) HI effective as of January 1, ended June 30, 1989 1989 *10(k)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(e)(3) 10(k)(1) effective as of ended December 31, 1989 January 1, 1989 *10(k)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(f) 10(k)(1) effective as of March ended March 31, 1992 30, 1992 *10(k)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(i)(4) 10(k)(1) effective as of June ended December 31, 1993 2, 1993 *10(k)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(i)(5) 10(k)(1) effective as of ended December 31, 1994 September 7, 1994 *10(k)(6) -- Fifth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c) 10(k)(1) effective as of ended June 30, 1995 August 1, 1995 *10(k)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c) 10(k)(1) effective December 1, ended June 30, 1995 1995 *10(k)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(c) 10(k)(1) effective as of ended June 30, 1997 January 1, 1997 *10(k)(9) -- Eighth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(k)(9) 10(k)(1) effective in part ended December 31, 1997 October 1, 1997 and in part January 1, 1998 *10(k)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(k)(10) 10(k)(1) effective as of ended December 31, 1997 September 3, 1997 *10(k)(11) -- Tenth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(k)(11) 10(k)(1) effective as of for the year ended December 31, January 1, 2001 2002 *10(k)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(k)(12) 10(k)(1) effective as of for the year ended December 31, August 31, 2002 2002 *10(l)(1) -- Deferred Compensation Plan of HI's Form 10-K for the year 1-7629 10(d)(3) HI effective as of January 1, ended December 31, 1990 1991 *10(l)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(2) 10(l)(1) effective as of ended December 31, 1991 January 1, 1991 *10(l)(3) -- Second Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(g) 10(l)(1) effective as of March ended March 31, 1992 30, 1992 *10(l)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(4) 10(l)(1) effective as of June ended December 31, 1993 2, 1993 *10(l)(5) -- Fourth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(5) 10(l)(1) effective as of ended December 31, 1993 December 1, 1993 *10(l)(6) -- Fifth Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(j)(6) 10(l)(1) effective as of ended December 31, 1994 September 7, 1994 19

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(l)(7) -- Sixth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(b) 10(l)(1) effective as of ended June 30, 1995 August 1, 1995 *10(l)(8) -- Seventh Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d) 10(l)(1) effective as of ended June 30, 1996 December 1, 1995 *10(l)(9) -- Eighth Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(d) 10(l)(1) effective as of ended June 30, 1997 January 1, 1997 *10(l)(10) -- Ninth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(l)(10) 10(l)(1) effective in part ended December 31, 1997 August 6, 1997, in part October 1, 1997, and in part January 1, 1998 *10(l)(11) -- Tenth Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(i)(11) 10(l)(1) effective as of ended December 31, 1997 September 3, 1997 *10(l)(12) -- Eleventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(l)(12) 10(l)(1) effective as of for the year ended December 31, January 1, 2001 2002 *10(l)(13) -- Twelfth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(l)(13) 10(l)(1) effective as of for the year ended December 31, August 31, 2002 2002 *10(m)(1) -- Long-Term Incentive HI's Form 10-Q for the quarter 1-7629 10(c) Compensation Plan of HI ended June 30, 1989 effective as of January 1, 1989 *10(m)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(f)(2) 10(m)(1) effective as of ended December 31, 1989 January 1, 1990 *10(m)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(k)(3) 10(m)(1) effective as of ended December 31, 1992 December 22, 1992 *10(m)(4) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(m)(4) 10(m)(1) effective as of ended December 31, 1997 August 6, 1997 *10(m)(5) -- Fourth Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.4 10(m)(1) effective as of the quarter ended June 30, 2002 January 1, 2001 *10(n)(1) -- Form of stock option agreement HI's Form 10-Q for the quarter 1-7629 10(h) for non-qualified stock ended March 31, 1992 options granted under Exhibit 10(m)(1) *10(n)(2) -- Forms of restricted stock HI's Form 10-Q for the quarter 1-7629 10(i) agreement for restricted stock ended March 31, 1992 granted under Exhibit 10(m)(1) *10(o)(1) -- 1994 Long-Term Incentive HI's Form 10-K for the year 1-7629 10(n)(1) Compensation Plan of HI ended December 31, 1993 effective as of January 1, 1994 *10(o)(2) -- Form of stock option agreement HI's Form 10-K for the year 1-7629 10(n)(2) for non-qualified stock ended December 31, 1993 options granted under Exhibit 10(o)(1) *10(o)(3) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10(e) 10(o)(1) effective as of May ended June 30, 1997 9, 1997 *10(o)(4) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(p)(4) 10(o)(1) effective as of ended December 31, 1997 August 6, 1997 *10(o)(5) -- Third Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(p)(5) 10(o)(1) effective as of ended December 31, 1998 January 1, 1998 *10(o)(6) -- Reliant Energy 1994 Long- Term Reliant Energy's Form 10-Q for 1-3187 10.6 Incentive Compensation Plan, the quarter ended June 30, 2002 as amended and restated effective January 1, 2001 *10(o)(7) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(p)(7) 10(o)(6), effective December for the year ended December 31, 1, 2003 2003 20

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(o)(8) -- Form of Non-Qualified Stock CenterPoint Energy's Form 8-K 1-31447 10.6 Option Award Notice under dated January 25, 2005 Exhibit 10(o)(6) *10(p)(1) -- Savings Restoration Plan of HI HI's Form 10-K for the year 1-7629 10(f) effective as of January 1, 1991 ended December 31, 1990 *10(p)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(l)(2) 10(p)(1) effective as of ended December 31, 1991 January 1, 1992 *10(p)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(q)(3) 10(p)(1) effective in part, ended December 31, 1997 August 6, 1997, and in part, October 1, 1997 *10(q)(1) -- Director Benefits Plan HI's Form 10-K for the year 1-7629 10(m) effective as of January 1, 1992 ended December 31, 1991 *10(q)(2) -- First Amendment to Exhibit HI's Form 10-K for the year 1-7629 10(m)(1) 10(q)(1) effective as of ended December 31, 1998 August 6, 1997 *10(q)(3) -- CenterPoint Energy Outside CenterPoint Energy's Form 10-Q 1-31447 10.6 Director Benefits Plan, as for the quarter ended September amended and restated effective 30, 2003 June 18, 2003 *10(q)(4) -- First Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.6 10(q)(3) effective as of for the quarter ended June 30, January 1, 2004 2004 *10(r)(1) -- Executive Life Insurance Plan HI's Form 10-K for the year 1-7629 10(q) of HI effective as of January ended December 31, 1993 1, 1994 *10(r)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-7629 10 10(r)(1) effective as of ended June 30, 1995 January 1, 1994 *10(r)(3) -- Second Amendment to Exhibit HI's Form 10-K for the year 1-3187 10(s)(3) 10(r)(1) effective as of ended December 31, 1997 August 6, 1997 *10(r)(4) -- CenterPoint Energy Executive CenterPoint Energy's Form 10-Q 1-31447 10.5 Life Insurance Plan, as for the quarter ended September amended and restated effective 30, 2003 June 18, 2003 *10(s) -- Employment and Supplemental HI's Form 10-Q for the quarter 1-7629 10(f) Benefits Agreement between ended March 31, 1987 HL&P and Hugh Rice Kelly *10(t)(1) -- Reliant Energy Savings Plan, Reliant Energy's Form 10-K for 1-3187 10(cc)(1) as amended and restated the year ended December 31, 1999 effective April 1, 1999 *10(t)(2) -- First Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.9 10(t)(1) effective January 1, the quarter ended June 30, 2002 1999 *10(t)(3) -- Second Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.10 10(t)(1) effective January 1, the quarter ended June 30, 2002 1997 *10(t)(4) -- Third Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.11 10(t)(1) effective January 1, the quarter ended June 30, 2002 2001 *10(t)(5) -- Fourth Amendment to Exhibit Reliant Energy's Form 10-Q for 1-3187 10.12 10(t)(1) effective May 6, 2002 the quarter ended June 30, 2002 *10(t)(6) -- Fifth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(6) 10(t)(1) effective January 1, for the year ended December 31, 2002 and as renamed effective 2002 October 2, 2002 ++*10(t)(7) -- Sixth Amendment to Exhibit 10(t)(1) effective January 1, 2005 *10(t)(8) -- Reliant Energy Savings Trust CenterPoint Energy's Form 10-K 1-31447 10(u)(7) between Reliant Energy and The for the year ended December 31, Northern Trust Company, as 2002 Trustee, as amended and restated effective April 1, 1999 *10(t)(9) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(8) 10(t)(8) effective September for the year ended December 31, 30, 2002 2002 21

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(t)(10) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(9) 10(t)(8) effective January 6, for the year ended December 31, 2003 2003 *10(t)(11) -- Reliant Energy Retirement CenterPoint Energy's Form 10-K 1-31447 10(u)(10) Plan, as amended and restated for the year ended December 31, effective January 1, 1999 2002 *10(t)(12) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(11) 10(t)(11) effective as of for the year ended December 31, January 1, 1995 2002 *10(t)(13) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(12) 10(t)(11) effective as of for the year ended December 31, January 1, 1995 2002 *10(t)(14) -- Third Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(13) 10(t)(11) effective as of for the year ended December 31, January 1, 2001 2002 *10(t)(15) -- Fourth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(14) 10(t)(11) effective as of for the year ended December 31, January 1, 2001 2002 *10(t)(16) -- Fifth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(15) 10(t)(11) effective as of for the year ended December 31, November 15, 2002, and as 2002 renamed effective October 2, 2002 *10(t)(17) -- Sixth Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(16) 10(t)(11) effective as of for the year ended December 31, January 1, 2002 2002 *10(t)(18) -- Seventh Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(u)(18) 10(t)(11) effective December for the year ended December 31, 1, 2003 2003 *10(t)(19) -- Eighth Amendment to Exhibit CenterPoint Energy's Form 10-Q 1-31447 10.7 10(t)(11) effective as of for the quarter ended June 30, January 1, 2004 2004 ++*10(t)(20) -- Ninth Amendment to Exhibit 10(t)(11) effective as of October 27, 2004 ++*10(t)(21) -- Tenth Amendment to Exhibit 10(t)(11) effective as of January 1, 2005 *10(t)(22) -- Reliant Energy, Incorporated Reliant Energy's Form 10-K for 1-3187 10(u)(3) Master Retirement Trust (as the year ended December 31, 1999 amended and restated effective January 1, 1999 and renamed effective May 5, 1999) 10(t)(23) -- Contribution and Registration Reliant Energy's Form 10-K for 1-3187 10(u)(4) Agreement dated December 18, the year ended December 31, 2001 2001 among Reliant Energy, CenterPoint Energy and the Northern Trust Company, trustee under the Reliant Energy, Incorporated Master Retirement Trust 10(u)(1) -- Stockholder's Agreement dated Schedule 13-D dated July 6, 1995 5-19351 2 as of July 6, 1995 between Houston Industries Incorporated and Time Warner Inc. 10(u)(2) -- Amendment to Exhibit 10(u)(1) HI's Form 10-K for the year 1-7629 10(x)(4) dated November 18, 1996 ended December 31, 1996 *10(v)(1) -- Houston Industries HI's Form 10-K for the year 1-7629 10(7) Incorporated Executive ended December 31, 1995 Deferred Compensation Trust effective as of December 19, 1995 *10(v)(2) -- First Amendment to Exhibit HI's Form 10-Q for the quarter 1-3187 10 10(v)(1) effective as of ended June 30, 1998 August 6, 1997 *10(w) -- Letter Agreement dated CenterPoint Energy's Form 8-K 1-31447 10.1 December 9, 2004 between dated December 9, 2004 CenterPoint Energy and Milton Carroll 22

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- *10(x)(1) -- Reliant Energy, Incorporated Reliant Energy's Form 10-K for 1-3187 10(y) and Subsidiaries Common Stock the year ended December 31, 2000 Participation Plan for Designated New Employees and Non-Officer Employees effective as of March 4, 1998 *10(x)(2) -- Reliant Energy, Incorporated CenterPoint Energy's Form 10-K 1-31447 10(y)(2) and Subsidiaries Common Stock for the year ended December 31, Participation Plan for 2002 Designated New Employees and Non-Officer Employees, as amended and restated effective January 1, 2001 *10(y) -- Reliant Energy, Incorporated Reliant Energy's Definitive 1-3187 Exhibit A Annual Incentive Compensation Proxy Statement for 2000 Annual Plan, as amended and restated Meeting of Shareholders effective January 1, 1999 *10(z)(1) -- Long-Term Incentive Plan of Reliant Energy's Registration 333-60260 4.6 Reliant Energy, Incorporated Statement on Form S-8 dated May effective as of January 1, 2001 4, 2001 *10(z)(2) -- First Amendment to Exhibit Reliant Energy's Registration 333-60260 4.7 10(z)(1) effective as of Statement on Form S-8 dated May January 1, 2001 4, 2001 *10(z)(3) -- Second Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(aa)(3) 10(z)(1) effective November 5, for the year ended December 31, 2003 2003 *10(z)(4) -- Long-Term Incentive Plan of CenterPoint Energy's Form 10-Q 1-31447 10.5 CenterPoint Energy, Inc. for the quarter ended June 30, (amended and restated 2004 effective as of May 1, 2004) *10(z)(5) -- Form of Non-Qualified Stock CenterPoint Energy's Form 8-K 1-31447 10.1 Option Award Agreement under dated January 25, 2005 Exhibit 10(z)(4) *10(z)(6) -- Form of Restricted Stock Award CenterPoint Energy's Form 8-K 1-31447 10.2 Agreement under Exhibit dated January 25, 2005 10(z)(4) *10(z)(7) -- Form of Performance Share CenterPoint Energy's Form 8-K 1-31447 10.3 Award under Exhibit 10(z)(4) dated January 25, 2005 *10(z)(8) -- Form of Performance Unit Award CenterPoint Energy's Form 8-K 1-31447 10.4 under Exhibit 10(z)(4) dated January 25, 2005 *10(z)(9) -- Form of Restricted Stock Award CenterPoint Energy's Form 8-K 1-31447 10.2 Agreement (With Performance dated February 21, 2005 Vesting Requirement) under Exhibit 10(z)(4) *10(z)(10) -- Summary of Performance CenterPoint Energy's Form 8-K 1-31447 10.5 Objectives for Awards under dated January 25, 2005 Exhibit 10(z)(4) 10(aa)(1) -- Master Separation Agreement Reliant Energy's Form 10-Q for 1-3187 10.1 entered into as of December the quarter ended March 31, 2001 31, 2000 between Reliant Energy, Incorporated and Reliant Resources, Inc. 10(aa)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(bb)(5) 10(aa)(1) effective as of for the year ended December 31, February 1, 2003 2002 10(aa)(3) -- Employee Matters Agreement, Reliant Energy's Form 10-Q for 1-3187 10.5 entered into as of December the quarter ended March 31, 2001 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc. 10(aa)(4) -- Retail Agreement, entered into Reliant Energy's Form 10-Q for 1-3187 10.6 as of December 31, 2000, the quarter ended March 31, 2001 between Reliant Energy, Incorporated and Reliant Resources, Inc. 10(aa)(5) -- Tax Allocation Agreement, Reliant Energy's Form 10-Q for 1-3187 10.8 entered into as of December the quarter ended March 31, 2001 31, 2000, between Reliant Energy, Incorporated and Reliant Resources, Inc. 23

SEC FILE OR EXHIBIT REGISTRATION EXHIBIT NUMBER DESCRIPTION REPORT OR REGISTRATION STATEMENT NUMBER REFERENCE - --------- ------------------------------ -------------------------------- ------------ --------- 10(bb)(1) -- Separation Agreement entered CenterPoint Energy's Form 10-K 1-31447 10(cc)(1) into as of August 31, 2002 for the year ended December 31, between CenterPoint Energy and 2002 Texas Genco 10(bb)(2) -- Transition Services Agreement, CenterPoint Energy's Form 10-K 1-31447 10(cc)(2) dated as of August 31, 2002, for the year ended December 31, between CenterPoint Energy and 2002 Texas Genco 10(bb)(3) -- Tax Allocation Agreement, CenterPoint Energy's Form 10-K 1-31447 10(cc)(3) dated as of August 31, 2002, for the year ended December 31, between CenterPoint Energy and 2002 Texas Genco 10(bb)(4) -- Assignment and Assumption Texas Genco's Registration 1-31449 10.11 Agreement for the Technical Statement on Form 10 Services Agreement entered into as of August 31, 2002, by and between CenterPoint Energy and Texas Genco, LP *10(cc) -- Retention Agreement effective Reliant Energy's Form 10-K for 1-3187 10(jj) October 15, 2001 between the year ended December 31, 2001 Reliant Energy and David G. Tees *10(dd) -- Retention Agreement effective Reliant Energy's Form 10-K for 1-3187 10(kk) October 15, 2001 between the year ended December 31, 2001 Reliant Energy and Michael A. Reed *10(ee)(1) -- Non-Qualified Executive CenterPoint Energy's Form 10-K 1-31447 10(ff)(1) Disability Income Plan of for the year ended December 31, Arkla, Inc. effective as of 2002 August 1, 1983 *10(ee)(2) -- Executive Disability Income CenterPoint Energy's Form 10-K 1-31447 10(ff)(2) Agreement effective July 1, for the year ended December 31, 1984 between Arkla, Inc. and 2002 T. Milton Honea *10(ff) -- Non-Qualified Unfunded CenterPoint Energy's Form 10-K 1-31447 10(gg) Executive Supplemental Income for the year ended December 31, Retirement Plan of Arkla, Inc. 2002 effective as of August 1, 1983 *10(gg)(1) -- Deferred Compensation Plan for CenterPoint Energy's Form 10-K 1-31447 10(hh)(1) Directors of Arkla, Inc. for the year ended December 31, effective as of November 10, 2002 1988 *10(gg)(2) -- First Amendment to Exhibit CenterPoint Energy's Form 10-K 1-31447 10(hh)(2) 10(hh)(1) effective as of for the year ended December 31, August 6, 1997 2002 10(hh) -- Pledge Agreement dated as of CenterPoint Energy's Form 10-Q 1-31447 10.1 May 28, 2003 by Utility for the quarter ended June 30, Holding, LLC in favor of JP 2003 Morgan Chase Bank, as administrative agent *10(ii) -- CenterPoint Energy Deferred CenterPoint Energy's Form 10-Q 1-31447 10.2 Compensation Plan, as amended for the quarter ended June 30, and restated effective January 2003 1, 2003 *10(jj)(1) -- CenterPoint Energy Short Term CenterPoint Energy's Form 10-Q 1-31447 10.3 Incentive Plan, as amended and for the quarter ended September restated effective January 1, 30, 2003 2003 *10(jj)(2) -- Summary of 2005 goals for CenterPoint Energy's Form 8-K 1-31447 10.1 Exhibit 10(jj)(1) dated February 21, 2005 *10(kk) -- CenterPoint Energy Stock Plan CenterPoint Energy's Form 10-K 1-31447 10(ll) for Outside Directors, as for the year ended December 31, amended and restated effective 2003 May 7, 2003 ++10(ll) -- Summary of non-employee director compensation ++10(mm) -- Summary of named executive officer compensation ++12 -- Computation of Ratios of Earnings to Fixed Charges 24

EXHIBIT 23 REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the consolidated financial statements of CenterPoint Energy, Inc. and subsidiaries (the Company) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and have issued our report thereon dated March 15, 2005; such report has previously been filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2004 (Form 10-K). Our audits also included the financial statement schedules the Company listed in the index at Item 15 (a)(2) of the Form 10-K and of this Annual Report on Form 10-K/A of the Company for the year ended December 31, 2004 (Form 10-K/A). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, also dated March 15, 2005, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. We consent to the incorporation by reference in Registration Statement Nos. 333-120306, 333-116246, 333-114543, 333-114440 and 333-110348 on Form S-3; Registration Statement No. 333-123182 on Form S-4; Registration Statement Nos. 333-115976 and 333-105773 on Form S-8; Post-Effective Amendment No. 1 to Registration Statement Nos. 333-33301-99, 333-33303-99 and 333-58433-99 on Form S-3; Post Effective Amendment No. 1 to Registration Statement Nos. 333-32413-99, 333-49333-99, 333-38188-99, 333-60260-99, 333-98271-99 and 333-101202 on Form S-8; and Post-Effective Amendment No. 5 to Registration Statement No. 333-11329-99 on Form S-8 of our report dated March 15, 2005, relating to the financial statement schedules of CenterPoint Energy, Inc. appearing in this Form 10-K/A. DELOITTE & TOUCHE LLP Houston, Texas August 26, 2005

EXHIBIT 31.1 CERTIFICATIONS I, David M. McClanahan, certify that: 1. I have reviewed this annual report on Form 10-K/A of CenterPoint Energy Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: August 29, 2005 /s/ David M. McClanahan ------------------------------------- David M. McClanahan President and Chief Executive Officer

EXHIBIT 31.2 CERTIFICATIONS I, Gary L. Whitlock, certify that: 1. I have reviewed this annual report on Form 10-K/A of CenterPoint Energy Resources Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: August 29, 2005 /s/ Gary L. Whitlock ------------------------------------- Gary L. Whitlock Executive Vice President and Chief Financial Officer