U-1

File No. 70-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM U- 1
                                                                                     

APPLICATION-DECLARATION

Under

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                                                                     

Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, LA 70113 Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113

Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113

(Name of company filing this statement and
addresses of principal executive offices)
                                                                                     

Entergy Corporation

(Name of top registered holding company parent of
each applicant or declarant)
                                                                                     

Renae Conley
President
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, LA 70113 Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113

(Names and addresses of agents for service)
                                                                                     

The Commission is also requested to send copies
of any communications in connection with this matter to:

      Mark W. Hoffman, Esq.
      Entergy Services, Inc.
      639 Loyola Avenue
      New Orleans, LA 70113

Item 1.         Description of Proposed Transactions.

Entergy Corporation ("Entergy"), a Delaware corporation, which is a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and its wholly-owned subsidiaries Entergy Louisiana, Inc., (the "Company"), a Louisiana corporation, and Entergy Services, Inc. ("ESI"), a Delaware corporation, hereby seek the authorization and approval of the Securities and Exchange Commission (the "Commission") under the Act, to the extent not otherwise authorized or exempt from Commission approval under the Act, (i) for the Company to convert from a Louisiana corporation to a Texas corporation ("Holdings"); (ii) for Holdings immediately thereafter to effect a merger, pursuant to Article 5.01 of the Texas Business Corporation Act ("TBCA") (the "Merger"), whereby (a) Holdings will continue to exist and two new Texas limited liability companies, Entergy Louisiana, LLC ("ELL") and Entergy Louisiana Properties, LLC ("ELP") will be created as its direct subsidiaries, (b) ownership of substantially all of Holding's property and assets (including all of generation, transmission and distribution assets previously owned by the Company) will be allocated to ELL in return for all of the issued and outstanding Common Membership Interests of ELL, (c) ownership of certain undeveloped real property and certain equity and debt investments held by Holdings in System Fuels, Inc. ("SFI"), Entergy's fuel procurement subsidiary, will be allocated to ELP in return for all of the issued and outstanding Common Membership Interests of ELP, and (d) the liabilities and obligations of Holdings associated with the above referenced undeveloped real property and the equity and debt investments in SFI will be allocated to, and assumed by ELP and substantially all of the remaining liabilities and obligations of Holdings will be allocated to, and assumed by ELL; (iii) for Holdings to remain obligated as provided by law for all liabilities and obligations that are allocated to ELP and ELL at the time of the Merger; (iv) for Holdings to issue equity and debt securities to Entergy for the period through December 31, 2008 (the "Authorization Period"), up to an aggregate amount of $500 million, and for Holdings to participate in the Entergy System Money Pool (the "Money Pool") as a lending company; (v) for ELP to participate in the Money Pool as both a lending company and a borrowing company (subject to the condition that the aggregate principal amount of ELP's borrowing, at any time outstanding thereunder, not exceed $50 million); (vi) for ELL to form one or more financing subsidiaries and, directly or indirectly through such finance subsidiaries, issue and sell Preferred Membership Interests and other forms of preferred or equity linked securities through the Authorization Period, up to a combined aggregate amount of $200 million; (vii) for ELL to issue and sell first mortgage bonds and unsecured long-term debt through the Authorization Period, in a combined aggregate amount of up to $700 million; (viii) for ELL to enter into arrangements for the issuance and sale of tax exempt bonds through the Authorization Period, in an aggregate principal amount of up to $420 million (and, in connection therewith, to issue and pledge collateral bonds in an aggregate principal amount of $470 million); (ix) for ESI to provide services to Holdings and ELP; (x) for ELP to pay distributions to Holdings out of capital or unearned surplus; and (xi) for certain other transactions that are incidental to, or otherwise related to, the above transactions, all as more particularly described herein. In addition to the foregoing, it is proposed that ELL, as successor to substantially all of the Company's assets and liabilities, also succeed to existing authorizations granted by the Commission to the Company, including those with respect to the issuance of short-term debt (including borrowings through the Money Pool, credit agreements and the issuance of commercial paper), other financing transactions (such as the Waterford Steam Elect ric Station, Unit 3 ("Waterford 3") sale-leaseback arrangement and related refunding transactions and the Waterford 3 fuel lease arrangement), and the rendering/receipt of certain goods and/or services among the Company and its associate companies.

I.         Introduction and Background Information.

            A.     Description of the Company.

The Company, which is a direct subsidiary of Entergy, owns and operates a retail electric utility business in certain parishes in the State of Louisiana. The Company, together with Entergy's other domestic retail electric utility subsidiaries (i.e., Entergy Arkansas, Inc. ("EAI"), Entergy Gulf States, Inc. ("EGSI"), Entergy Mississippi, Inc. ("EMI") and Entergy New Orleans Inc. ("ENOI")), collectively provide electric service to approximately 2,662,000 customers in portions of Arkansas, Louisiana (including the City of New Orleans), Mississippi and Texas. As of December 31, 2004, the Company has approximately 662,000 electric utility customers and owns or leases approximately 5363 MWs of gas/oil and nuclear generating capacity in Louisiana. In addition, in June 2005, the Company acquired a 718 MW power plant from Perryville Energy Partners, LLC, located near Monroe, Louisiana.  Among its other assets, the Company also holds (i) a 33% equity ownership interest in SFI (th e "SFI Ownership Interest"), a fuel procurement company formed in 1972 as a jointly-owned non-utility subsidiary of Entergy's four original domestic retail operating companies (i.e., EAI, EMI, ENOI and the Company), as well as (ii) $14,223,000 in notes receivable from SFI (the "SFI Notes Receivable") relating to loans provided by the Company and the other original operating companies for the purpose of financing SFI's operations.

        B.     Reason for Proposed Transactions.

Pursuant to Louisiana Revised Statutes Section 47.601A, the Company is obligated to pay corporation franchise taxes in the State of Louisiana. These taxes impose a substantial financial obligation on the Company and its ratepayers. For example, the Company's 2005 Louisiana franchise tax liability was $10.3 million. Louisiana law requires every Louisiana corporation (and every non-Louisiana corporation that qualifies to do business in Louisiana or is doing business in Louisiana) to pay this tax. However, Louisiana law does not subject limited liability companies to this tax. For this reason, in Docket No. U-20925 (RRF 2004) of the Louisiana Public Service Commission (the "LPSC"), the LPSC staff recommended that the Company review the feasibility of restructuring its business form into a limited liability company in order to eliminate the Company's obligation to pay franchise taxes and the Company agreed to this recommendation. The proposed restructuring, as described herein, will implement the LPSC staff recommendation in Docket No. U-20925. Upon the approval of the proposed restructuring, the resulting decrease in the Company's jurisdictional revenue requirement (which consists of the anticipated franchise tax savings less the costs associated with the restructuring, amortized over an appropriate period of time) will be fully reflected in the Company's rates.

Specifically, the Company proposes to restructure itself, through a two step process, into Holdings and (i) a new formed direct subsidiary of Holdings, referred to herein as ELL, which at the time of the Merger will become a public utility company, succeed to all of the Company's utility operations, and be allocated substantially all of Holding's assets and other properties (including all of the utility assets), as well as assume substantially all of the obligations of Holdings in effect prior to the Merger (including all of its debt securities and leases), and (ii) another new formed subsidiary of Holdings, referred to herein as ELP, which at the time of the Merger, will be allocated certain undeveloped real property of the Company, known as the St. Rosalie and Wilton Plant Sites (collectively, the "Plant Sites"), as well as the SFI Ownership Interest and SFI Notes Receivable, and assume any obligations/liabilities relating to such assets. Holdings will become an intermediate holdin g company and, following the Merger will register as a holding company under the Act.

Applicants propose that Holdings serve as the parent of ELL, since Entergy would itself be exposed to Louisiana franchise tax liability in the event that ELL was to become a direct Entergy subsidiary. It is also proposed that ELP be formed to hold the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable, since (i) Holdings cannot retain any real property or other physical assets without also becoming subject to Louisiana franchise tax liability, and (ii) Holdings would become subject to the jurisdiction of the Louisiana Public Service Commission (the "LPSC") if it retains the SFI Ownership Interest and SFI Notes Receivable, which currently are assets of the Company in rate base.

II.     Proposed Restructuring.

        A.    Conversion of the Company to Holdings, a Texas Corporation.

The first step in the proposed restructuring is to change the place of incorporation of the Company from Louisiana to Texas. Since the Texas merger statute is only available for use by Texas corporations, this step allows the use of the flexible merger provisions of the TBCA in the formation of ELL and ELP. Section 164 of the Louisiana Business Corporation Law and Article 5.17 of the TBCA permit a Louisiana corporation to convert to a Texas corporation. Pursuant to these statutes, the Company will adopt a Plan of Conversion (a form of which is attached hereto as Exhibit A-3) under which the Company will continue its existence under the name of Entergy Louisiana, Inc., a Texas corporation (referred to herein as "Holdings"). Under the Plan of Conversion, all of the Common Stock and Preferred Stock of the Company will remain outstanding as the Common Stock and Preferred Stock of Holdings and the holders of such securities will have the same rights and interests in Holdings as they had in the Company immediately prior to the effective date of the Merger.¹  All of the ownership rights and interests in the real estate and other assets of the Company will continue to be owned by Holdings, subject to existing liens and encumbrances. Similarly, all liabilities and obligations of the Company will continue to be liabilities and obligations of Holdings, without impairment or diminution. It is intended that the Conversion of the Company to a Texas corporation pursuant to the Plan will qualify as a tax-free reorganization under Internal Revenue Code ("IRC") Section 368(a)(1)(F), and not result in the imposition of any federal income tax.

    B.     The Merger.

The second and final step in the proposed restructuring is to form ELL, the new Texas limited liability company that will own and operate the Company's retail electric business, and ELP, the new Texas limited liability company that will own the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable. Pursuant to Article 5.01 of the TBCA, Holdings will enter into a Plan of Merger (a form of which is attached as Exhibit A-6), under which Holdings will continue to exist and ELL and ELP will be formed. Following the Merger, all of the Common Stock and Preferred Stock of Holdings will continue to be outstanding and will continue to be owned by the persons who owned such securities immediately prior to the Merger.²  Also, (i) 146,970,607 units of Common Membership Interests of ELL ("ELL Common Units") , representing all of the issued and outstanding Common Membership Units of ELL, and (ii) 100 units of Common Membership Interests of ELP ( "ELP Common Units"), representing all of the issued and outstanding Common Membership Units of ELP, will be issued and allocated to Holdings. Substantially all of the real estate and other property owned, leased, and claimed by Holdings immediately prior to the Merger will be allocated to and vested in ELL.³  However, Holdings will transfer to ELP the Plant Sites, the SFI Ownership Interest, the SFI Notes Receivable and working capital in an amount sufficient to fund the day-to-day business operations of ELP (the "ELP Assets"). The allocation of property to ELL under the merger provisions of the TBCA is intended to be tax free under I.R.C. Section 351. The allocation to ELP also will be tax free, because ELP will be a disregarded entity for federal income tax purposes.

All liabilities and obligations of Holdings immediately prior to the Merger will be allocated to ELL, except liabilities and obligations relating to the ELP Assets, which liabilities and obligations will be allocated to ELP.⁴ Holdings will have continuing liability for those liabilities and obligations allocated to ELL and ELP at the time of the Merger as provided by law, but not for any obligation or liability incurred by ELL or ELP after the Merger.⁵ Holdings also will retain an amount of working capital sufficient to meet its business needs. ELL will succeed to and assume all of the Company's jurisdictional tariffs, rate schedules, and service agreements, as well as all of the Company's franchises, and will provide electric service to the Company's customers without interruption. ELL will also be the successor to the Company with respect to the commitments and authorizations set forth in the various Commission orders, and underlying applications, including those relating to such matters as the conduct of the Company's utility business or the sale of utility assets, the Company's transactions with associate companies and its financing transactions (except to the extent otherwise provided herein).⁶

    C.     Management of ELL and ELP.

Pursuant to the proposed Articles of Organization and Regulations of Entergy Louisiana, LLC (forms of which are attached as Exhibits A-7 and A-8, respectively) and the proposed Articles of Organization and Regulations of Entergy Louisiana Properties, LLC (forms of which are attached as Exhibits A-9 and A-10 respectively), ELL and ELP will each be managed under the authority of managers, each of which will be called a "Director." Directors will act by majority vote either at a meeting or without a meeting. Holders of ELL Common Units or ELP Common Units, as applicable (as well as holders of "Preferred Units" of ELL (as hereinafter defined), to the extent provided below) will have the right to vote in the election of Directors and on other matters requiring approval of the members of such entities. The Directors, by majority vote, will elect a president, who will also serve as the chief executive officer, as well as a treasurer, a secretary, one or more vice presidents and other o fficers.

III.     Proposed Financing Transactions.

          A.     Financing Transactions of Holdings.

As a result of the Merger, Holdings will become a holding company under the Act and will register under Section 5. Section 11(b)(2) of the Act requires that the Commission take action to ensure that "the corporate structure or continued existence of any company in the holding company system does not unduly complicate the structure or inequitably distribute voting power among security holders." Consistent with this requirement, Applicants propose that, subsequent to the Merger, no outside party have an interest in Holdings and that Holdings have no outside security holders, lenders or customers (except as provided above with respect to Holdings' continuing liability as to securities issued or other obligations incurred and outstanding prior to the Merger). To effect this intent, within one year of the Merger effective date, Holdings will redeem or repurchase and retire the Preferred Stock previously issued by the Company, which will remain outstanding after the effective date of the Plans of Conversion and Merger. After the Preferred Stock has been redeemed, Holdings will amend its Articles of Incorporation to eliminate authority to issue Preferred Stock. Additionally, since the Plan of Merger provides that all outstanding short or long-term debt of the Company will be allocated to ELL, and ELL will succeed to all of the Company's utility operations, Holdings will have no external debt holders or customers (except with respect to Holdings' continuing liability as to debt securities or customer obligations, which are outstanding prior to the Merger). Also, Entergy will continue to hold all of the outstanding Common Stock of Holdings. It is further proposed that, upon the effective date of the Merger, the Company's existing December 29, 2003 financing order (the "Finance Order")⁷ be terminated and that Holdings be authorized to participate in the Money Pool as a lender only, to the extent that it may, from time to time, have surplus funds.⁸ Inasmuch as Holdings is to be capitalized exclusively with equity and/or debt provided by Entergy, authorization is requested for Holdings to issue and sell equity or debt securities to Entergy from time to time through the Authorization Period, up to an aggregate amount of $500 million. Any debt securities issued to Entergy pursuant to this authorization will be designed to parallel Entergy's effective cost of capital and will have maturities not exceeding 50 years. Entergy also may elect to make capital contributions or non-interest bearing open account advances to Holdings, as authorized pursuant to Rule 45. In no event will Holdings borrow from Entergy for the purpose of making loans to associate companies under the Money Pool.

    B.     ELP Participation in Money Pool.

As a result of the Merger, ELP will be formed to own the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable. Since ELP will not be engaging in any other business operations and is not expected to have any on-going obligations/liabilities other than the payment of taxes, any expenses relating to its ownership of the Plant Sites and routine expenses associated with record-keeping and corporate maintenance requirements, it is anticipated that ELP will have minimal financing needs. To satisfy these financing needs, authorization is requested for ELP to participate in the Money Pool as a borrower (as well as a lender), through the November 30, 2007 expiration date of the Money Pool Order, on the same basis as the other participating companies. The aggregate principal amount of ELP's borrowings at any one time outstanding through the Money Pool will not exceed $50 million.⁹ Any loans by ELP to other participants through the Money Pool wi ll be made from ELP's available funds. ELP will not borrow funds for the purpose of making loans to associate companies through the Money Pool.

    C.     ELL Financing Transactions.

Since ELL will be the successor to the Company's electric utility business, it will require authorization to issue debt and equity securities to provide financing to satisfy its working capital needs and for other general corporate purposes. Therefore, authorization is requested for ELL, from time to time through the Authorization Period, to enter into the following financing transactions: ¹⁰

1. to issue and sell units of preferred membership interests ("Preferred Units") and, directly or indirectly, through one or more financing subsidiaries (as described in (vi) below), other forms of preferred or equity-linked securities ("Equity Interests"), up to a combined aggregate amount of $200 million;
    

2. to issue and sell from time to time first mortgage bonds ("First Mortgage Bonds") and unsecured long-term indebtedness ("Long-term Debt"), in all such cases having maturities of up to 50 years in a combined aggregate amount of up to $700 million;
    

3. in connection with the issuance of Equity Interests, to issue Notes (as defined below) to the extent of the related issuance of Equity Interests and Equity Contribution (as defined below);
    

4. to enter into arrangements for the issuance and sale from time to time of tax-exempt bonds ("Tax-exempt Bonds"), in an aggregate principal amount of up to $420 million, for the financing or refinancing of certain pollution control facilities and/or solid waste disposal facilities; and, in connection with the issuance and sale of such Tax-exempt Bonds, to issue and pledge collateral bonds (first mortgage bonds issued as collateral security for such tax-exempt bonds) ("Collateral Bonds") in an aggregate principal amount of up to $470 million (such $470 million is not included in the $700 million referenced in (ii) above); and
    

5. to acquire the equity securities of one or more Financing Subsidiaries (as defined below) and/or Special Purposes Subsidiaries (as defined below) and/or Partner Subs (as defined below), organized solely to facilitate financing, as discussed below; to guarantee the securities issued by such Financing Subsidiaries and/or Special Purpose Subsidiaries, to the extent not exempt pursuant to Rule 45(b) and Rule 52; and to have the Financing Subsidiaries and/or Special Purposes Subsidiaries pay ELL, either directly or indirectly, dividends out of capital.

Entergy contemplates that the Preferred Units, Equity Interests, First Mortgage Bonds, Long-term Debt, and Tax-exempt Bonds (including Collateral Bonds, if any) would be issued and sold directly to one or more purchasers in negotiated transactions, or to one or more investment banking or underwriting firms or other entities who would resell such securities without registration under the Securities Act of 1933 (the "Securities Act") in reliance upon one or more applicable exemptions from registration thereunder, or to the public in transactions registered under the Securities Act either (i) through underwriters selected by negotiation or competitive bidding or (ii) through selling agents, acting either as agent or as principal, for resale to the public either directly or through dealers.

The equity and debt securities proposed to be issued by ELL are described below:

    1.     Preferred Membership Interests and Equity Interests.

It is proposed that ELL issue and sell Preferred Units, as authorized by its proposed Regulations (a form of which is attached as Exhibit A-8).¹¹  It is anticipated that holders of the Preferred Units will be eligible to vote, together with the holders of the ELL Common Units, for the election of Directors and on other matters requiring approval of the members of ELL.¹²  As the sole holder of the ELL Common Units, Holdings will have no less than 75% of the combined voting power of the ELL Common Units and, if applicable, the Preferred Units, and so will have sufficient voting power to elect all Directors of ELL. In addition, as is customary with preferred stock, the holders of the Preferred Interests will be entitled to vote as a class on matters that may adversely affect their interests, such as changes in the terms of their Preferred Units, certain mergers and similar matters. In addition to Preferred Units, it is proposed that ELL have the flexibility to issue Equity Interests, directly or indirectly through one or more special purpose finance subsidiaries (including, specifically trust preferred securities), as described below.

Preferred Units or Equity Interests may be issued in one or more series with such rights, preferences and priorities, including those relating to redemption, as may be designed in the instrument creating such series, as determined by ELL's directors or an officer authorized thereby. Preferred Units or Equity Interests may be redeemable or may be perpetual in duration. Distributions on Preferred Units or Equity Interests, each of which may be issued at fixed or floating dividend or distribution rates, will be made periodically and to the extent that funds are legally available for such purpose, but may be made subject to terms which allow the user to defer dividend or distribution payments for specified periods.

    2.     First Mortgage Bonds.

As previously discussed, pursuant to the Plan of Merger, substantially all of the Company's property, rights and obligations prior to the Merger will be allocated to and vested in ELL. This will include the Company's rights and obligations pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, to The Bank of New York (successor to Bank of Montreal Trust Company and the Chase National Bank of the City of New York) and Stephen J. Giurlando (successor to Mark F. McLaughlin, Z. George Klodnicki and Carl E. Buckley), as Trustees, as amended and supplemented by sixty supplemental indentures ("Supplemental Indentures"), each relating to one or more new series of First Mortgage Bonds (the "Mortgage"). ELL may issue First Mortgage Bonds on the basis of unfunded net property additions and/or previously retired bonds as permitted or authorized by the Mortgage, as further supplemented by additional Supplemental Indenture(s).

First Mortgage Bonds (a) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (b) may be entitled to mandatory or optional sinking fund provisions, (c) may be issued at fixed or floating rates of interest, (d) may provide for reset of the coupon pursuant to a remarketing arrangement, (e) may be called from existing investors by a third party, (f) may be backed by a bond insurance policy and (g) will have a maturity ranging from one year to 50 years. The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to First Mortgage Bonds of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding (subject, however, in the case of interest rates, to the limits set forth below). In each Supplemental Indenture relating to a seri es of First Mortgage Bonds, ELL may covenant that, so long as any First Mortgage Bonds of such series remain outstanding, ELL will not pay any cash distributions on ELL Common Units, except from credits to retained earnings, plus a specified amount, plus such additional amounts as shall be approved by the Commission. However, ELL may determine not to include any provisions restricting its ability to pay distributions on ELL Common Units.

    3.     Long-term Debt.

ELL, directly or through a Financing Subsidiary, may also issue and sell from time to time long-term indebtedness. Long-term Debt of a particular series (a) will be unsecured, (b) may be convertible into any other securities of ELL (except ELL Common Units), (c) will have a maturity ranging from one year to 50 years, (d) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (e) may be entitled to mandatory or optional sinking fund provisions, (f) may provide for reset of the coupon pursuant to a remarketing arrangement, (g) may be issued at fixed or floating rates of interest and (h) may be called from existing investors by a third party.

The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to Long-term Debt of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding (subject, however, in the case of interest rates, to the limits set forth below).

    4.     Tax-exempt Bonds (including Collateral Bonds, if any).

Authorization is also requested for ELL to enter into arrangements for the issuance by one or more governmental authorities (each, an "Issuer") on behalf of ELL of up to $420 million in aggregate principal amount of Tax-exempt Bonds (and, in connection therewith, authorization is also requested for ELL to issue up to $470 million in aggregate principal amount of ELL Collateral Bonds, which $470 million is not included in the $700 million authorization requested herein for First Mortgage Bonds and Long-term Debt), and it is further proposed that ELL may enter into one or more leases, subleases, installment sale agreements or other agreements and/or supplements and/or amendments thereto (collectively, the "Facilities Agreement"), or to enter into one or more refunding agreements and possible supplements and/or amendments thereto (collectively, the "Refunding Agreement") with the respective Issuer(s) that will contemplate the issuance and sale by the Issuer(s) of one or more series of Tax - -exempt Bonds in an aggregate principal amount of up to $420 million pursuant to one or more trust indentures and/or supplements thereto (individually and collectively, the "Indenture") between the Issuer(s) and one or more trustees. Pursuant to the terms of each Facilities Agreement and/or each Refunding Agreement, ELL will be obligated to make payments sufficient to provide for payment by the Issuer(s) of the principal or redemption price of, premium (if any) and interest on, and other amounts owing with respect to the Tax-exempt Bonds, together with related expenses.

The proceeds of the sale of Tax-exempt Bonds will be applied to financing, or refinancing tax-exempt bonds issued for the purpose of financing, certain ELL pollution control facilities and/or sewage or solid waste disposal facilities. Pursuant to the terms of each Facilities Agreement, ELL will agree to purchase, acquire, construct and install such facilities unless the facilities are already in operation. In addition, pursuant to the terms of such Facilities Agreement, the respective Issuer(s) may acquire by purchase from ELL the subject pollution control and/or sewage or solid waste disposal facilities that ELL will then repurchase from such Issuer(s).

The Tax-exempt Bonds of a particular series (a) will have a maturity ranging from one year to 40 years, (b) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (c) may be entitled to mandatory or optional sinking fund provisions, (d) may provide for reset of the coupon pursuant to a remarketing arrangement, (e) may be issued at fixed or floating rates of interest, (f) may be called from existing investors by a third party, (g) may be backed by a municipal bond insurance policy, (h) may be supported by credit support such as a bank letter of credit and reimbursement agreement, (i) may be supported by a lien subordinate to the Mortgage on the facilities related to such Tax-exempt Bonds and (j) may be supported by the issuance and pledge of Collateral Bonds.

The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to Tax-exempt Bonds of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding (subject, however, in the case of interest rates, to the limits set forth below).

    5.    Dividend/Distribution and Interest Rate Parameters.

Dividends/distributions and interest rates on the equity or debt securities proposed to be issued by ELL, pursuant to the authorization requested herein, will be subject to the following limits: The dividend or distribution rate on any series of Preferred Units and Equity Interests or the interest rate on First Mortgage Bonds, Long-term Debt, Tax-exempt Bonds (including Collateral Bonds, if any) will not exceed, at the time of issuance, a rate that is consistent with similar securities of comparable credit quality and maturities issued by other companies, but in no event will (i) the dividend/distribution rate (in the case of any such equity securities issued at a fixed rate) exceed 500 basis points over the yield to maturity of a U.S. Treasury Security having a remaining term comparable to the term of such series, (ii) the interest rate (in the case of any such debt securities issued at a fixed rate) exceed 500 basis points (or 400 basis points with respect to Tax-exempt Bonds and any re lated Collateral Bonds) over U.S. Treasury Securities having a remaining term comparable to the term of such securities, or (iii) the dividend/distribution or interest rate exceed 500 basis points over LIBOR (or 400 basis points over LIBOR with respect to Tax-exempt Bonds or any related Collateral Bonds) for the relevant dividend/distribution or interest rate period in the case of any such equity or debt securities issued at a floating rate.

In connection with the issuance of Equity Interests, authorization is requested for ELL to acquire, directly or indirectly, the equity securities of one or more Financing Subsidiaries and/or Special Purpose Subsidiaries and/or Partner Subs. Such entities would be organized specifically for the purpose of facilitating the issuance of the Equity Interests, which would be reported by ELL on its financial statements or the footnotes relating thereto. Entergy represents that sufficient internal controls will be put in place of ELL to enable it to monitor the creation and use of any such entities.¹³ It is further represented that no Financing Subsidiary or Special Purpose Subsidiary shall acquire or dispose of, directly or indirectly, any interest in any "utility asset", as that term is defined under the Holding Company Act.

It is proposed that ELL acquire all of the outstanding shares of common stock or other equity interests of one or more Financing Subsidiaries. The financing subsidiaries to be so organized are herein referred to individually as a "Financing Subsidiary" and collectively as the "Financing Subsidiaries". In connection with the issuance of Equity Interests, ELL may enter into one or more guarantee or other credit support agreements in favor of a Financing Subsidiary. Any Financing Subsidiary or Special Purpose Subsidiary organized by ELL pursuant to the authority granted by the Commission in this proceeding will be organized only if, in management's opinion, the creation and utilization of such Financing Subsidiary or Special Purpose Subsidiary, will likely result in tax savings, increased financial flexibility, increased access to capital markets and/or lower cost of capital for ELL.

Additionally, in connection with the issuance of certain types of Equity Interests, ELL and/or a Financing Subsidiary may organize one or more separate special purpose subsidiaries as any one or any combination of (a) a limited liability company under the Limited Liability Company Act (the "LLC Act") of the State of Delaware or other jurisdiction considered advantageous by ELL, (b) a limited partnership under the Revised Uniform Limited Partnership Act of the State of Delaware or other jurisdiction considered advantageous by ELL, (c) a business trust under the Business Trust Act of the State of Delaware or other jurisdiction considered advantageous by ELL, or (d) any other domestic entity or structure that is considered advantageous by ELL. The special purpose subsidiaries to be so organized are herein referred to individually as a "Special Purpose Subsidiary" and collectively as the "Special Purpose Subsidiaries". In the event that any Special Purpose Subsidiary is organized as a limite d liability company, ELL or a Financing Subsidiary may also organize a second special purpose wholly-owned subsidiary under the General Corporation Law of the State of Delaware or other jurisdiction ("Partner Sub") for the purpose of acquiring and holding Special Purpose Subsidiary membership interests in order to comply with any requirement under the applicable law that a limited liability company have at least two members. In the event that any Special Purpose Subsidiary is organized as a limited partnership, ELL or a Financing Subsidiary also may organize a Partner Sub for the purpose of acting as the general partner of such Special Purpose Subsidiary and may acquire, either directly or indirectly through such Partner Sub, a limited partnership interest in such Special Purpose Subsidiary to ensure that such Special Purpose Subsidiary will have a limited partner to the extent required by applicable law.

ELL, a Financing Subsidiary and/or a Partner Sub will acquire all of the common stock or all of the general partnership or other common equity interests, as the case may be, of any Special Purpose Subsidiary for an amount not less than the minimum required by any applicable law (i.e., the aggregate of the equity accounts of such Special Purpose Subsidiary) (the aggregate of such investment by ELL, a Financing Subsidiary and/or a Partner Sub being referred to herein as the "Equity Contribution"). ELL and/or a Financing Subsidiary may issue and sell to any Special Purpose Subsidiary, at any time or from time to time in one or more series, unsecured subordinated debentures, unsecured promissory notes or other unsecured debt instruments (individually, a "Note" and collectively, the "Notes") governed by an indenture or other document, and such Special Purpose Subsidiary will apply both the Equity Contribution made to it and the proceeds from the sale of Equity Interests by it from time to time to purchase Notes. Alternatively, ELL and/or a Financing Subsidiary may enter into a loan agreement or agreements with any Special Purpose Subsidiary under which such Special Purpose Subsidiary will loan to ELL and/or a Financing Subsidiary both the Equity Contribution to such Special Purpose Subsidiary and the proceeds from the sale of Equity Interests by such Special Purpose Subsidiary, from time to time, and ELL and/or such Financing Subsidiary will issue to such Special Purpose Subsidiary Notes evidencing such borrowings. The Financing Subsidiary or the Special Purpose Subsidiary will then transfer (directly or indirectly) such proceeds to ELL resulting in its payment of dividends out of capital to ELL. The terms (e.g., interest rate, maturity, amortization, prepayment terms, default provisions, etc.) of any such Notes would generally be designed to parallel the terms of the Equity Interests to which the Notes relate (the maximum principal amount of such Notes will not exceed the aggreg ate of the related Equity Contribution and Equity Interests).

ELL or any Financing Subsidiary also proposes to guarantee solely in connection with the issuance of Equity Interests by a Special Purpose Subsidiary (i) payment of dividends or distributions on such securities by the Special Purpose Subsidiary if and to the extent such Special Purpose Subsidiary has funds legally available therefore, (ii) payments to the holders of such securities due upon liquidation of such Special Purpose Subsidiary or redemption of the Equity Interests of such Special Purpose Subsidiary, and (iii) certain additional amounts that may be payable in respect of such Equity Interests. Alternatively, ELL may provide credit support for any such guarantee that is provided by a Financing Subsidiary.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of any Special Purpose Subsidiary, the holders of Equity Interests issued by such Special Purpose Subsidiary will be entitled to receive, out of the assets of such Special Purpose Subsidiary available for distribution to its shareholders, partners or other owners (as the case may be), an amount equal to the par or stated value or liquidation preference to such Equity Interests plus any accrued and unpaid dividends or distributions.

The constituent instruments of each Special Purpose Subsidiary will provide, among other things, that such Special Purpose Subsidiary's activities will be limited to the issuance and sale of Equity Interests from time to time and the lending to a Financing Subsidiary or Partner Sub of (i) the proceeds thereof and (ii) the Equity Contribution to such Special Purpose Subsidiary, and certain other related activities.

The amount of any Equity Interests issued by any Finance Subsidiary shall be counted against the $200 limitation on the amount of Preferred Units and Equity Interests that ELL may issue directly, as set forth in this Application-Declaration or in any other Application-Declaration that may be filed in the future, to the extent that ELL guarantees such securities.

    D.     Use of Proceeds.

The proceeds to be received by Holdings, ELP and ELL from the financings authorized by the Commission, pursuant to this Application-Declaration, will be used for general corporate purposes, including (i) the financing of working capital requirements, (ii) financing, in part, investments by Holdings in ELP and ELL, and (iii) the repayment, redemption, refunding or purchase by ELL of its securities.

    E.     Additional Representations.

Entergy and the Company hereby make the following additional representations:

1. At all times during the Authorization Period, Entergy, Holdings and ELL will each maintain common equity of at least 30% of its consolidated capitalization (based upon the financial statements filed with the most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K or, with respect to Holdings and ELL, prior to the availability of such financial statements, based on the pro forma balance sheets, attached hereto as Exhibit FS-9). The term "consolidated capitalization" is defined to include, where applicable, all common equity (comprised of common stock or Common Units, additional paid-in capital, retained earnings, treasury stock and/or minority interests), preferred stock or Preferred Units, preferred securities, equity linked securities, long-term debt, short-term debt and current maturities.¹⁴
    

2. With respect to the securities issuance authority proposed in this Application-Declaration on behalf of ELL: (a) within four business days after the occurrence of a Ratings Event,¹⁵ Applicants will notify the Commission of its occurrence (by means of a letter, via fax, e-mail or overnight mail to the Office of Public Utility Regulation); and (b) within 30 days after the occurrence of a Ratings Event, Applicants will submit a post-effective amendment to this Application-Declaration explaining the material facts and circumstances relating to that Ratings Event (including the basis on which, taking into account the interests of investors, consumers and the public as well as other applicable criteria under the Act, it remains appropriate for ELL to issue the securities for which authorization has been requested in this Application-Declaration, so long as ELL continues to comply with the other applicable terms and conditions specified in the Commission's order authorizing the transactions requested in this Application-Declaration). Furthermore, no securities authorized as a result of this Application-Declaration will be issued following the 60^th day after a Ratings Event by ELL if the downgraded rating(s) has or have not been upgraded to investment grade. Applicants request that the Commission reserve jurisdiction through the remainder of the Authorization Period over the issuance of any securities that ELL is prohibited from issuing as a result of the occurrence of a Ratings Event if no revised rating reflecting an investment grade rating has been issued.

    F.     Statements Under Rule 24 Relating to Certain Financing Transactions.

The Applicants propose that within 10 days after the consummation of any financing transaction involving Special Purpose Subsidiaries authorized herein during any calendar quarter, a statement will be filed, pursuant to Rule 24, setting forth the following:

1. a representation that the financial statements of ELL account for all Special Purpose Subsidiaries in accordance with generally accepted accounting principles;
    

2. a description of each Special Purpose Subsidiary, including the following information: (i) its name; (ii) the value of ELL's direct or indirect, through a Financing Subsidiary, investment in it; (iii) the balance sheet account where the investment and the cost of the investment are booked; (iv) the amount invested in the subsidiary by ELL, either directly or through a Financing Subsidiary; (v) the form of organization (e.g., corporation, limited partnership, trust, etc.); (vi) the percentage owned by ELL, either directly or through a Financing Subsidiary; (vii) the identities of all other owners, if the Special Purpose Subsidiary is not 100% owned by ELL, either directly or through a Financing Subsidiary; (viii) the purpose of the investment in the subsidiaries; (ix) the amounts and types of securities to be issued by the subsidiaries;
    

3. the amount of any guarantee and/or notes issued in connection with such offering; and
    

4. to the extent any securities are issued by any entity as authorized in this File, which securities are not set forth on the balance sheet of ELL, then the terms and conditions of such securities will be included.

In addition, pursuant to the Money Pool Order, information regarding Money Pool or other short-term debt borrowings by ELP (as well as ELL) will be reported on a quarterly basis in the Rule 24 Certificate in File No. 70-10240, to the same extent as required to be reported by other Money Pool Participants.

IV.     Services and Related Transactions.

          A.     ESI Services to Holdings and ELP.

Under existing authorization for the provision of services by ESI to Entergy System companies (see Holding Co. Act Release Nos. 14840 (March 28, 1963) and 15207 (March 23, 1965)), it is proposed that ESI provide corporate, administrative and other support services to Holdings and ELP. Such services will be provided on an "at cost" basis, in accordance with the requirements of Rules 87, 90 and 91, under the Act, and will be performed under service agreements substantially similar to the service agreements previously entered into by ESI with the Company, Entergy's other domestic retail electric utility companies and other regulated business units (a form of the proposed service agreement between ESI and Holdings or ELP is attached as Exhibit B-9).

    B.     Services and Other Transactions By and
            Among ELL and Other System Companies.

As discussed above, pursuant to the Plan of Merger, ELL will be allocated substantially all of the rights, privileges and assets, as well as the associated liabilities of Holdings (as successor to the Company). ELL will also succeed to the Company's utility operations and be the successor to the Company/Holdings with respect to the Commission's orders relating the provision of services to and by ELL and the other Energy System companies.

Pursuant to the existing Commission orders (and related agreements executed pursuant to such authorizations), (i) ESI will provide corporate, administrative, professional, technical and other support services to ELL, (ii) SFI will continue to provide fossil and nuclear fuel related procurement services for ELL's oil and gas fired electric generating stations and for Waterford 3, and (iii) EOI will continue to provide operations and management services for Waterford 3, Entergy will continue to guarantee the performance of EOI's obligations under the related operating agreement, and ELL will provide certain related support services to EOI. All such services will be provided "at cost" in accordance with the requirements of Rules 87, 90 ad 91 and the applicable Commission orders. In addition, as the successor to the Company, ELL will provide technical and other support services to Entergy Enterprises, Inc. ("EEI") and certain other Energy non-utility subsidiaries at "cost plus 5%". ELL wil l also succeed to the Company's existing SEC authorization under the Act with respect to any other agreements or transactions by, between or among the Company and other Energy System companies.¹⁶

V.     Distributions Out of Capital.

As a result of the proposed restructuring, substantially all of the assets of the Company will be allocated to ELL and the retained earnings of ELP will effectively be set to zero. ELP, therefore, may need to pay distributions to Holdings, its immediate parent company, out of capital. Accordingly, the Applicants request authorization for ELP to pay such distributions out of capital, to the extent not otherwise authorized under the Act.

VI.     Compliance with Rules 53 and Rule 54.

The proposed transactions are subject to Rule 54. Rule 54 provides that, in determining whether to approve the issue or sale of any securities for purposes other than the acquisition of any EWG or FUCO or other transactions unrelated to EWGs or FUCOs (EWGs and FUCOs, collectively, "Exempt Projects"), the Commission shall not consider the effect of the capitalization or earnings of subsidiaries of a registered holding company that are EWGs or FUCOs if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a), the Commission shall not make certain specified findings under Sections 7 and 12 in connection with a proposal by a holding company to issue securities for the purpose of acquiring the securities of or other interest in an EWG, or to guarantee the securities of an EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are met, provided that none of the conditions specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. Entergy hereby represents that, pursuant to Rule 54 under the Act, (1) for the reasons discussed below, the condition set forth in Rule 53(a)(1) that Entergy's "aggregate investment" in EWGs and FUCOs not exceed 50% of Entergy's "consolidated retained earnings" is not currently satisfied, and (2) all of the other criteria of Rule 53(a) and (b) are satisfied. Specifically, the Entergy System has complied with, and will continue to comply with, the record keeping requirements of Rule 53(a)(2), the limitation in Rule 53(a)(3) on the use of Entergy System domestic public utility subsidiary companies' personnel in rendering services to affiliated EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of certain filings and reports under the Act to retail regulatory commissions. Finally, none of the conditions set forth in Rule 53(b) exists (under which the provisions of Rule 53 would not be available).

With respect to the condition set forth in clause (1) of Rule 53(a), Entergy's "aggregate investment" in Exempt Projects (approximately $2.7 billion) is equal to approximately 55% of Entergy's "consolidated retained earnings" as of March 31, 2005 (approximately $4.9 billion). Entergy's aggregate investment in Exempt Projects currently exceeds the 50% limitation in Rule 53(a)(1) as a result of increased investments in EWGs relating to the acquisition and/or construction of "eligible facilities" (as defined in Section 32 under the Act.)

Although Entergy's current aggregate investment in EWGs and FUCO's exceeds the limit specified in Rule 53(a)(1), by order dated June 13, 2000 (HCAR No. 27184) (the "June 2000 Order"), the Commission authorized Entergy to make investments in amounts up to 100% of its consolidated retained earnings in Exempt Projects and, therefore, Entergy's aggregate investment in such Exempt Projects is within the parameters authorized in the June 2000 Order. However, even if Entergy was determined not to by in compliance with Rule 54 as a result of its failure to satisfy the requirements set by Rule 53(a)(1), and the effect upon the Entergy System of the capitalization and earnings of EWGs and FUCO's in which Entergy has an ownership interest was considered, there would be no basis for the Commission to withhold or deny approval for the proposed transactions in this Application-Declaration. The action requested in the instant filing, considered in conjunction with the effect of the capitalization and e arnings of Entergy's EWGs and FUCOs, would not have a material adverse effect on the financial integrity of the Entergy System, or an adverse impact on Entergy's public-utility customers, for the following reasons:

1. As of March 31, 2005, Entergy's aggregate investment in Exempt Projects is equal to 16% of Entergy's total consolidated capitalization, 14% of consolidated net utility plant and 18% of the market value of Entergy's common stock. As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's aggregate investment in Exempt Projects was equal to 7% of Entergy's total capitalization, 7% of Entergy's consolidated net utility plant and 24% of the market value of Entergy's outstanding common stock.
    

2. Entergy's consolidated retained earnings have grown by an average of 12% annually during the period since the Commission issued its June 2000 Order (i.e., from June 30, 2000 through March 31, 2005).
    

3. Income from Entergy's investments in Exempt Projects has contributed positively to its overall earning during the period since the Commission issued the June 2000 Order.
    

4. As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's consolidated capitalization ratio was approximately 50.0% debt and approximately 50.0% equity, consisting of approximately 5.0% preferred stock and approximately 45.0% common stock. As of March 31, 2005, Entergy's consolidated capitalization ratio was approximately 49.6% debt and approximately 50.4% equity, consisting of approximately 2.2% preferred stock and approximately 48.2% common stock. These ratios are within industry ranges set by the independent debt rating agencies for BBB-rated electric utility companies.
    

5. Each of the considerations set forth in the June 2000 Order, in support of Entergy's assertion that its existing and proposed level of investment in Exempt Projects would not have an adverse impact on any Entergy operating utility subsidiaries or their ratepayers, or on the ability of interested state commissions to protect the utilities and their customers, continues to apply, as of the date of this Application-Declaration.

Accordingly, since the date of the June 2000 Order, the capitalization and earnings attributable to Entergy's investments in EWGs and FUCOs have not had an adverse impact on Entergy's financial integrity.

Except to the extent otherwise authorized in the June 2000 Order or any subsequent order issued by the Commission, Entergy will maintain compliance with all of the conditions of Rule 53.

Item 2.     Fees, Commissions and Expenses.

The fees, commissions and expenses incurred or to be incurred in connection with the transactions proposed herein will be filed by amendment.

Item 3.     Applicable Statutory Provisions.

        A.     Summary of Applicable Sections/Rules.

The following Sections of, or Rules under, the Act may apply to the proposed transactions. To the extent that other Sections or Rules are deemed to apply and to the extent not exempted under the Act, Applicants also request authority under such Sections and/or Rules.

Section and/or Rule	Transaction
Sections 6 and 7	Issuance of securities by Holdings, ELL and ELP in connection with authorized financing transactions; assumption of (or allocation of liability under) securities by ELL under the Plan of Merger; the execution of any Facilities Agreement or Refunding Agreement that may be entered into by ELL in connection with the issuance of any Tax-exempt Bonds.
Sections 9, 10 and 11	Acquisition of securities or various interests (i) by Entergy in Holdings, (2) by Holdings in ELL and ELP, and (3) by ELL in Finance Subsidiaries, Special Purpose Subsidiaries and/or Partner Subs; acquisition by Holdings and ELP of notes issued to evidence borrowings through the Money Pool; reacquisition from Issuer(s) of any Facilities acquired by such issuers in connection with the issuance of Tax-exempt Bonds.
Section 12(b) and Rule 45	Allocation of liabilities and obligations of Holdings to ELL and ELP, pursuant to the Plan of Merger and/or retention by Holdings of liabilities and obligations allocated to ELL and ELP, pursuant to the Plan of Merger; issuance of any guarantee by ELL and/or any Financing Subsidiary relating to the issuance of Equity Interests by any Financing Subsidiary and/or Special Purposes Subsidiary.
Section 12(c) and Rule 42	Redemption or repurchase by Holdings of outstanding preferred stock.
Section 12(c) and Rule 46	Payment of distributions out of capital by ELP; payment of dividends out of capital by any Financing Subsidiary or Special Purpose Subsidiary.
Section 12(d) and Rules 43 or 44	Allocation of portions of Holding's assets to ELL and ELP.
Section 13 and Rules 87, 90 and 91	Provision of services to Holdings and ELP; also, pursuant to existing authorization, ELL to receive/provide various services from/to associate companies, as successor to Holdings/Company.

    B.     Analysis under Sections 10 and 11.

Since Entergy, directly or indirectly, will be acquiring the securities of Holdings, ELL and ELP, the proposed transactions will be subject to Section 9(a) of the Act. Thus, the proposed transactions require the approval of the Commission pursuant to Section 10 of the Act. The relevant statutory standards to be satisfied are set forth in Sections 10(b), 10(c) and 10(f) of the Act.

            1.     Section 10(b).

Section 10(b) of the Act provides that, if the requirements of Section 10(f) are satisfied, the Commission shall approve an acquisition under Section 9(a) unless the Commission finds that:

1. such acquisition will tend towards interlocking relations or the concentration of control of public-utility companies, of a kind or to an extent detrimental to the public interest or the interest of investors or consumers;
    

2. in case of the acquisition of securities or utility assets, the consideration, including all fees, commissions, and other remuneration, to whomsoever paid, to be given, directly or indirectly, in connection with such acquisition is not reasonable or does not bear a fair relation to the sums invested in or the earning capacity of the utility assets to be acquired or the utility assets underlying the securities to be acquired; or
    

3. such acquisition will unduly complicate the capital structure of the holding company system of the applicant or will be detrimental to the public interest or the interest of investors or consumers or the proper functioning of such holding company system.

(a) Section 10(b)(1).

The proposed transactions do not involve an acquisition of securities of non-affiliated public-utility company or the creation of interlocking relations among public-utility companies. The authorizations requested herein relate only to a reorganization of one of Entergy's existing domestic retail electric utility subsidiaries, which is designed to achieve economic efficiencies associated with a reduction in tax liabilities. This, in turn, will benefit ratepayers (by reducing the jurisdictional revenue requirement used to set rates for ELL's customers), as well as stockholders (by enhancing the financial condition of ELL). Therefore, the proposed transactions will not tend towards interlocking relations or the concentration of control of public-utility companies, of a kind, or to an extent, detrimental to the public interest or the interest of investors or consumers.

(b) Section 10(b)(2).

Fairness of Consideration. Section 10(b)(2) of the Act requires the Commission to determine whether the consideration in connection with a proposed acquisition of securities is reasonable and whether it bears a fair relation to the investment in and the earning capacity of the utility assets underlying the securities being acquired. Since the ultimate result of the transaction is only to "restructure" Entergy's ownership of the Company's assets and utility business, and Entergy will not "pay" any consideration for the securities which it directly or indirectly acquires (other than the property or assets which will be allocated to ELL and ELP in return for such securities and which will continue to be indirectly owned by Entergy through its ownership of such securities), the "fairness of consideration" standards is satisfied.

(ii) Reasonableness of Fees. An estimate of the fees and expenses to be paid in connection with the proposed transactions will be set forth in Item 2 hereof. The estimated amounts to be paid are fees required to be paid to governmental bodies, fees for necessary professional services, and other expenses incurred or to be incurred in connection with carrying out the proposed transactions.

(c) Section 10(b)(3).

Section 10(b)(3) requires that the Commission determine whether the proposed transactions will unduly complicate the capital structure of the holding company system or will be detrimental to the public interest, the interests of investors or consumers or the proper functioning of the holding company system.

The corporate capital structures of the Entergy System after the consummation of the proposed transactions will not be unduly complicated. As noted above, the retention of Holdings as an intermediate holding company is designed to promote economic efficiency by minimizing tax liability. The Commission has recognized that there are organizational, regulatory and tax benefits to the creation of intermediate holding companies. See for example, Exelon Corporation, Holding Co. Act Release No. 27256 (October 19, 2000) and National Grid Group plc, Holding Co. Act Release No. 27154 (March 15, 2000). In addition, there is no risk of unfair or inequitable distribution of voting power arising from the proposal since, as discussed above, Holdings will not issue voting securities to anyone other than Entergy. Accordingly, Applicants submit that the Commission should "look through" Holdings or treat Holdings and ELL as a single company for purposes of analysis under Section 10(b)(3) and Section 11( b)(2) of the Act. Applicants also note that the securities to be issued by ELL are substantially identical to the securities previously authorized by the Commission to be issued by the Company under the Finance Order and comparable to the securities issued by other financing entities in registered holding company systems. Additionally, ELP will engage in financing transactions only through the Money Pool or to the extent otherwise exempt, pursuant to Rule 52. Therefore, the proposed transactions will not result in an unduly complicated structure of the Entergy System.

The proposed transactions also will not be "detrimental to the public interest, the interests of investors or consumers, or the proper functioning of the holding company system." The proposed restructuring will have no adverse effect on rates and is, in fact, expected to reduce Louisiana corporate franchise tax liability currently imposed on the Company, thus reducing the jurisdictional revenue requirement used to set rates for ELL's customers. Additionally, since, the LPSC will maintain the same jurisdiction over the rates and services to be provided by ELL to its customers as it currently exercises with respect to the Company, the proposed restructuring will in no way impair the ability or authority of the LPSC to regulate the rates and service rendered by ELL to its customers. Also, the financial ability of the surviving public utility subsidiary (ELL) to operate, maintain or upgrade the utility system/assets on the same basis as the Company will not be adversely affected by the prop osed restructuring. With respect to the interest of investors, the transactions will have no effect on the holders of the Company's Common Stock, since Entergy, as the sole shareholder of the Company, will consent to the Merger and continue as the indirect owner of all of the Common Units of ELL and ELP. Also, if the Commission approves of this Application-Declaration, the proposed restructuring will fully comply with the rights of the Company's existing Preferred Stockholders. Further, as discussed above, Holdings intends to redeem or repurchase and retire the Preferred Stock previously issued by the Company within one year of the Merger effective date.

                2. Section 10(c).

Section 10(c) of the Act provides that:

Notwithstanding the provisions of subsection (b), the Commission shall not approve:

1. an acquisition of securities or utility assets, or of any other interest, which is unlawful under the provisions of Section 8 or is detrimental to the carrying out of the provisions of Section 11; or
    

2. the acquisition of securities or utility assets of a public utility or holding company unless the Commission finds that such acquisition will serve the public interest by tending towards the economical and efficient development of an integrated public utility system.

(a)     Section 10(c)(1) (and Section 11(b)(2)).

Consistent with the standards set forth in Section 10(c)(1) of the Act, the proposed acquisition of securities will not be unlawful under the provisions of Section 8 of the Act, or detrimental to the carrying out of the provisions of Section 11 of the Act.

Section 8 prohibits a registered holding company or any of its subsidiaries from acquiring, owning interests in or operating both a gas utility company and an electric utility company serving substantially the same area if prohibited by state law, and is thus not applicable to the transactions contemplated herein.

Section 11(b) (1) of the Act requires the Commission to take such steps as necessary to ensure, among other things, that unnecessary complexities are eliminated and voting powers are fairly and equitably distributed.

As discussed above, the use of one or more intermediate holding companies to effect the restructuring of utility assets for the purpose of achieving tax savings or other economic benefits has been authorized by the Commission. See Exelon Corporation, Holding Co. Act Release No. 27256 (October 19, 2000) and National Grid Group plc, Holding Co. Act Release No. 27154 (March 15, 2000).

The proposal restructuring of the Company described in Item 1 will not result in the existence of any company in the holding company system that would unduly or unnecessarily complicate the structure, or unfairly or inequitably distribute voting power among security holders, of the Entergy System. The conversion of the Company to an intermediate holding company, and the creation of ELL as a new limited liability company that will succeed to the Company's public utility assets and operations, will achieve substantial economies by eliminating approximately $10 million of Louisiana franchise tax liability. The reduction in Louisiana franchise taxes that will be derived from the creation of ELL and ELP should more than offset any resulting increase in complexity. In addition, since Holdings will not issue any voting securities to anyone other than Entergy, there is no risk of unfair or inequitable distribution of voting power.¹⁷  Consequently, this structure and the voting powers of Holdings and ELL should be consistent with the requirements of Section 11(b)(2).

                    (b)     Section 10(c)(2).

For the reasons expressed above, the proposed transactions will serve the public interest by tending towards the economical and efficient development of an integrated public utility system, as required by Section 10(c)(2) of the Act.

3.     Section 10(f).

Section 10(f) provides that:

The Commission shall not approve any acquisition as to which an application is made under this Section unless it appears to the satisfaction of the Commission that such State laws as may apply in respect of such acquisition have been complied with, except where the Commission finds that compliance with such State laws would be detrimental to the carrying out of the provisions of Section 11.

The Company is currently subject to the jurisdiction of the Louisiana Public Service Commission (the "LPSC"). Following the effective date of the Merger, ELL and ELP will each be subject to the jurisdiction of the LPSC. In addition, certain aspects of the transactions proposed herein are being approved by the LPSC and implementation of the transactions as conditioned on such approval.

Item 4.     Regulatory Approvals.

The Company is currently subject to the jurisdiction of the LPSC. The Company has filed an application with the LPSC for approval of the Plan of Conversion, the Plan of Merger and related matters. In addition, (i) pursuant to Section 203 of the Federal Power Act, the Federal Energy Regulatory Commission (the "FERC") must approve the proposed restructuring of the Company, and (ii) the Nuclear Regulatory Commission (the "NRC") must approve the transfer of the Waterford 3 operating license to ELL. Accordingly, consummation of the transactions is subject to approval of the LPSC, the FERC and the NRC and receipt of appropriate orders from such agencies. The City of New Orleans will also receive written notification of the proposed transactions.

Item 5.     Procedure.

The Commission is requested to publish a notice under Rule 23 with respect to the filing of this Application-Declaration as soon as practicable. The Applicants request that the Commission's Order be issued as soon as practicable after the notice period and in any event not later than December 1, 2005. This will facilitate completion of the proposed transactions prior to January 1, 2006, which is necessary to achieve the intended tax savings for fiscal year 2006.

The Applicants further request that there should not be a 30-day waiting period between issuance of the Commission's order and the date on which the order is to become effective, hereby waive a recommended decision by a hearing officer or any other responsible officer of the Commission, and consent that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order, unless the Division opposes the matters proposed herein.

Item 6.     Exhibits and Financial Statements.

            A.        Exhibits.

 A-1 Amended and Restated Articles of Incorporation of Entergy Louisiana, Inc. effective November 15, 1999 (incorporated by reference to Exhibit 3(a) to Registration Statement on Form S-3 in File No. 333-93683).

A-2 By-Laws of Entergy Louisiana, Inc., as amended November 26, 1999, and as presently in effect (incorporated by reference to Exhibit 3(b) to Registration Statement on Form S-3 in File No. 333-93683).

A-3 Form of Plan of Conversion of Entergy Louisiana, Inc., a Louisiana corporation.

A-4 Form of Articles of Incorporation of Entergy Louisiana, Inc., a Texas corporation.

* A-5 Form of By-Laws of Entergy Louisiana, Inc., a Texas corporation.

A-6 Form of Plan of Merger of Entergy Louisiana, Inc., a Texas corporation.

A-7 Form of Articles of Organization of Entergy Louisiana, LLC.

* A-8 Form of Regulations of Entergy Louisiana, LLC.

A-9 Form of Articles of Organization of Entergy Louisiana Properties, LLC.

* A-10 Form of Regulations of Entergy Louisiana Properties, LLC.

A-11 Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-six supplemental indentures (filed, respectively, as the exhibits and in the file numbers indicated: A-1 in File No. 70-875 (Mortgage); A-2 in File No. 70-1447 (First); A-1(c) in File No. 70-2497 (Second); A-5 in File No. 70-3126 (Third); A-6 in File No. 70-3297 (Fourth); A-6 in File No. 70-3539 (Fifth); A-7 in File No. 70-3862 (Sixth); A-8 in File No. 70-4209 (Seventh); A-2 in File No. 70-4350 (Eighth); A-2 in File No. 70-4439 (Ninth); A-2 in File No. 70-4512 (Tenth); A-2 in File No. 70-4585 (Eleventh); A-2 in File No. 70-4700 (Twelfth); A-2 in File No. 70-4793 (Thirteenth); A-2 in File No. 70-4921 (Fourteenth); A-2 in File No. 70-4982 (Fifteenth); A-2 in File No. 70-5122 (Sixteenth); A-2(a) in File No. 70-5242 (Seventeenth); A-2 in File No. 70-5330 (Eighteenth); A-2 in File No. 70-5449 (Nineteenth); A-2 in File No. 70-5550 (Twentieth); A-6 in File No. 70-5598 (Twenty-first); A-2 in File No. 70-5711 (Twenty-second); A-2 in File No. (Twenty-third); C-1 to Rule 24 Certificate in File No. 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in File No. 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in File No. 70-6278 (Twenty-sixth); C-1 to Rule 24 C4ertificate in File No. 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in File No. 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in File No. 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate dated December1, 1981, in File No. 70-6635 (Thirtieth); C-1 to Rule 24 Certificate dated March 1, 1983, in File No. 70-6834 (Thirty-first); C-1 to Rule 24 Certificate dated September 1, 1983, in File No. 70-6886 (Thirty-second); C-1 to Rule 24 Certificate dated August 30,1984, in File No. 70-6993 (Thirty-third); C-2 to Rule 24 Certificate dated November 7, 1984, in File No. 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate dated December 19, 1984, in File No. 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate, in File No . 70-7166 (Thirty-sixth); A-2(a) in File No. 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in File No.70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the Quarter ended June 30, 1988 in File No. 1-8474 (Thirty-ninth); A-2 to Rule 24 Certificate dated December 23, 1988, in File No. 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate dated April12, 1990, in File No. 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate dated August 9, 1991, in File No. 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate dated April 23, 1992, in File No. 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate dated July30, 1992, in File No. 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate dated December 23, 1992, in File No. 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993, in File No. 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993, in File No. 70-7822 (Forty-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993, in File No. 70-7822 (Forty - -eighth); A-3(e) to Rule 24 Certificate dated August 1, 1994, in File No. 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994, in File No. 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996, in File No. 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999, in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999, in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000, in 70-9141 (Fifty-fifth); A-2(d) to Rule 24 Certificate dated April 4, 2002, in 70-9141 (Fifty-sixth); A-3(a) to Rule 24 Certificate dated March 30, 2004, in 70-10086 (Fifty-seventh); A-3(b) to Rule 24 Certificate dated October 15, 2004, in 70-10086 (Fifty-eighth); A-3(c) to Rule 24 Certificate dated October 26, 2004, in 70-10086 (Fifty-ninth); and A-3(d) to Rule 24 Certificate dated May 18, 2005, in 70-10086 (Sixtieth).

B-1 Amended and Restated Money Pool Agreement, dated as of November 30, 2004, among ESI, Entergy, EAI, EGSI, the Company, EMI, ENOI, System Energy, EOI and SFI (incorporated by reference to Exhibit B-2 to Rule 24 Certificate in File No. 70-10240).

* B-2 Proposed form of Second Amended and Restated Money Pool Agreement among ESI, Entergy, EAI, EGSI, EMI, ENOI, System Energy, EOI, SFI, Holdings, ELP and ELL.

* B-3 Proposed new form of note to evidence borrowing by Participants (including ELP and ELL) through the Money Pool.

* B-4 Form of Supplemental Indenture to Entergy Louisiana, Inc. Mortgage and Deed of Trust.

* B-5 Form of Amendment to Assignments of Availability Agreement, Consent and Agreement among System Energy Resources, Inc., Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., et al.

* B-6 Form of Amendment No. 2 to Participation Agreements among ESSL 2, Inc., W3A Funding Corporation, J.P. Morgan Trust Company, National Association, Deutsche Bank Trust Company Americas, Stanley Burg, and Entergy Louisiana, Inc.

* B-7 Form of Amendment to Installment Sales Agreements among the Parish of St. Charles, State of Louisiana, Entergy Louisiana, Inc., and J.P. Morgan Trust Company, National Association.

* B-8 Form of Amendment to Refunding Agreements among the Parish of St. Charles, State of Louisiana, Entergy Louisiana, Inc., and The Bank of New York.

* B-9 Proposed form of Service Agreement between ESI and Holdings/ ELP.

*C-1 Form of Registration Statement relating to first mortgage bonds and debentures.

D-1 Application of the Company to the LPSC.

* D-2 Order of the LPSC approving the Company's Application.

* D-3 Application of the Company to the FERC.

* D-4 Order of the FERC approving the Company's Application.

* D-5 Application of the Company to the NRC.

* D-6 Order of the NRC approving the Company's Application.

* D-7 Notice to New Orleans City Council.

Not Applicable.

* F. Opinion(s) of Counsel

G. Not Applicable.

H. Form of Notice.

________________________________________
* To be filed by Amendment.

    B.                      Financial Statements.

FS-1 Balance Sheet of Entergy Corp. Consolidated, as of December 31, 2004 (incorporated by reference to the Annual Report on Form 10-K of Entergy Corp. and its consolidated subsidiaries for the year ended December 31, 2004) (File No. 1-11299).

FS-2 Statement of Income of Entergy Corp. Consolidated, as of December 31, 2004 (incorporated by reference to the Annual Report on Form 10-K of Entergy Corp. and its consolidated subsidiaries for the year ended December 31, 2004) (File No. 1-11299).

FS-3 Balance Sheet of Entergy Corp. Consolidated, as of March 31, 2005 (incorporated by reference to the Quarterly Report on Form 10-Q of Entergy Corp. and its consolidated subsidiaries for the quarter ended March 31, 2005) (File No. 1-11299).

FS-4 Statement of Income of Entergy Corp. Consolidated, as of March 31, 2005 (incorporated by reference to the Quarterly Report on Form 10-Q of Entergy Corp. and its consolidated subsidiaries for the quarter ended March 31, 2005) (File No. 1-11299).

FS-5 Balance Sheet of the Company for the period ended December 31, 2004 (incorporated by reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2004) (File No. 1-8474).

FS-6 Statement of Income of the Company, as of December 31, 2004 (incorporated by reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2004) (File No. 1-8474).

FS-7 Balance Sheet of the Company for the period ended March 31, 2005 (incorporated by reference to the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2005) (File No. 1-8474).

FS-8 Statement of Income of the Company, as of March 31, 2005 (incorporated by reference to the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2005) (File No. 1-8474).

FS-9 Pro Forma Balance Sheets of Holdings, ELL and ELP as of March 31, 2005.

Item 7.     Information as to Environmental Effects.

None of the matters that are the subject of this Application-Declaration involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. The transaction that is the subject of this Application-Declaration will not result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency that has prepared or is preparing an environmental impact statement with respect to the transactions that are the subject of this Application-Declaration.

SIGNATURES

Pursuant to the requirements of the Public Utility Holding Co. Act of 1935, as amended, the undersigned companies have duly caused this Application-Declaration filed herein to be signed on their behalf by the undersigned thereunto duly authorized.

                                                                                                                    Entergy Corporation
                                                                                                                    Entergy Louisiana, Inc.
                                                                                                                    Entergy Services, Inc.

                                                                                                                    By: /s/ Steven C. McNeal           
                                                                                                                              Steven C. McNeal
                                                                                                                        Vice President and Treasurer

Date: July 19, 2005

____________________________

¹                The Company has outstanding 146,970,607 shares of Common Stock, without par value, all of which are held by Entergy. The Company's outstanding Preferred Stock consists of (i) 635,000 shares of Preferred Stock, with a par value of $100 per share, issued in eight series and (ii) 1,480,000 shares of Preferred Stock, with a par value of $25 per share.

²                Entergy, as the holder of all of the Common Stock of Holdings, will consent to the Merger. While the Articles of Incorporation of the Company (and of Holdings) provide/will provide that the holders of at least two-thirds of the outstanding shares of Preferred Stock must also be obtained in order to merge with another corporation or to sell or otherwise dispose of all or substantially all of the assets of the Company, such approval is not required in the event that the transaction is approved by the Commission under the Act. Therefore, assuming approval is granted by the Commission, the consent of the holders of the Company's Preferred Stock is not required to consummate the Merger.

³                The assets that will be allocated to ELL include approximately:

• 6,081 MWs of electric generating capacity
• 2,700 miles of transmission lines and associated transmission facilities
• 20,362 pole miles of distribution lines and related facilities serving approximately 662,000 customers in Louisiana

⁴                The significant liabilities and obligations to be allocated to ELL include (as of December 31, 2004):

• $490 million of outstanding first mortgage bonds issued under the Company's Mortgage and Deed of Trust, dated April 1, 1944, as amended
• $415 million of pollution control revenue bonds, $232 million of which are secured by collateral first mortgage bonds
• approximately $248 million present value of future net minimum lease payments under the lease of a portion of Waterford 3
• lease payments relating to approximately $32 million of nuclear fuel

• obligations under various power purchase and sale agreements, including the Unit Power Sales Agreement with System Energy Resources, Inc. ("System Energy"), various transmission service and interconnection agreements, and various fuel purchase and related agreements with SFI or non-affiliates, such as the Liquid Fuels Purchase Contract, between SFI, as Seller, and EAI, EMI, ENOI and the Company, as Buyers; the Nuclear Fuel and Fuel Services Agreement between SFI and certain of the System operating companies (including the Company) and System Energy; and the Fuel Lease with River Fuel Company #2, Inc., providing for the lease of nuclear fuel for Waterford 3.

The agreements governing these obligations do not prohibit the allocation of these obligations to ELL. The Company will obtain all required consents of parties to such agreements.

While the Plan of Merger also provides that the liabilities and obligations associated with the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable will be allocated to ELP, (i) there are not expected to be any obligations associated with the Plant Sites, other than the payment of related taxes and any maintenance expenses, and (ii) there are no outstanding obligations/liabilities associated with the ownership of the SFI related assets. Following the Merger, SFI will continue to provide fuel procurement services to ELL on the same basis as such services are currently provided to the Company and the other original Entergy operating companies, EAI, EMI and ENOI. As indicated above, the obligations associated with these services will be allocated to and assumed solely by ELL in its capacity as a customer of SFI.

⁵                Pursuant to the Plan of Merger, ELL or ELP, as applicable, will reimburse Holdings for any liabilities or defense related expenses that Holdings incurs with respect to the liabilities and obligations, which are allocated to such entity.

⁶                The following orders recognize and approve the continuation of existing Commission authorization to "successor" entities following a change of corporate form: E.ON AG et al., Holding Co. Act Release No. 27785 (December 29, 2003), approving a reorganization resulting in a change in the form of LG&E Energy Corp. from a Texas corporation to a Texas limited liability company; KeySpan Corporation, Holding Co. Act Release No. 27532 (May 29, 2002), approving Eastern Enterprises change from a Massachusetts business trust to a Massachusetts limited liability company; and Allegheny Energy, Inc. et al., Holding Co. Act Release No. 27486 (December 31, 2001), approving the reincorporation of Allegheny Energy Supply Company, LLC, a Delaware limited liability company, as a Maryland corporation.

⁷                See the Commission's order of December 29, 2003, Holding Co. Act Release No. 27783, authorizing the Company to issue and sell through March 31, 2006 up to an aggregate amount of $750 million of securities in any combination of: (1) unsecured long-term indebtedness, (2) first mortgage bonds, (3) preferred stock, and (4) directly or indirectly through one or more special purpose financing subsidiaries, other forms of preferred or equity-linked securities. This order also authorized the Company, directly or indirectly through one or more finance subsidiaries, to enter into arrangements with government authorities providing for the sale on behalf of the Company of up to $420 million in tax exempt bonds (and, in connection therewith, to issue and pledge up to $470 million of collateral bonds).

⁸                Pursuant to the Commission's November 30, 2004 order, Holding Co. Act Release No. 27918 (the "Money Pool Order) in File No. 70-10240, EAI EGSI, EMI, ENOI, ESI, SFI, Entergy Operations, Inc. ("EOI") and the Company are currently authorized, through November 30, 2007, to make borrowings through the Money Pool and to issue other types of short-term debt, in order to meet their interim financing requirements. The Money Pool is composed of available funds invested by the above-referenced companies (and Entergy, which participates exclusively as a lender). Since Holdings will become a registered holding company as a result of the merger, authorization is requested for Holdings to participate in the Money Pool as a lender only, through the November 30, 2007 expiration of authorization under the Money Pool Order.

9                ELP may also issue equity or debt securities to Entergy, Holdings or to other associate or non-associate companies, pursuant to Rule 52, or receive funds from Entergy or Holdings in the form of capital contributions or non-interest bearing open account advances, pursuant to Rule 45.

¹⁰               The financing authorizations requested for ELL herein are substantially similar to the authorizations granted to the Company under the Finance Order. Upon the effective date of the Merger, the Finance Order will be terminated and the financing authorizations requested for ELL herein will replace and supercede the authorizations granted under the Finance Order. In addition, as the successor to the Company, ELL will succeed to the Company's existing authorization to issue short-term debt under the Money Pool Order. Specifically, pursuant to the Money Pool Order, ELL will be authorized, through November 30, 2007, to issue short-term debt, consisting of borrowings under the Money Pool or one or more credit agreements, the issuance of commercial paper, or other forms of short-term financing, up to an aggregate amount of $225 million. ELL will also be authorized to participate as a lender in the Money Pool to the extent of its available funds.

¹¹               The Company, on behalf of ELL, may agree that ELL will sell Preferred Units and other securities prior to its formation, but the consummation of any such sale shall be conditioned on the effectiveness of the Merger and of the Commission's authorization requested in this Application-Declaration.

¹²                The grant to the holders of the Preferred Units of the right to vote for Directors may require ELL to deconsolidate from Entergy for federal tax purposes. If ELL deconsolidates, then it will not be a party to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Consolidation Agreement, dated April 28, 1988, as amended, and Holdings will retain the benefits and obligations of such Agreement.

¹³              The authority requested with respect to such entities (including certain related commitments set forth in this Application-Declaration) is substantially the same as the Commission has granted to other registered holding companies. See e.g., American Electric Power Company, Inc., Holding Co. Act Release No. 27517 (Apr. 11, 2002); Reliant Energy, Inc., et al., Holding Co. Act Release No. 27548 (July 5, 2002).

¹⁴               Applicants state that the consequence of Entergy, Holdings or ELL failing to satisfy the 30% common equity to consolidated capitalization condition is that the applicable company would not be authorized to issue securities in a transaction subject to Commission approval, except for securities which would result in an increase in the common equity percentage.

¹⁵                A "Ratings Event" will occur, with respect to securities proposed to be issued by ELL if (1) the security to be issued by ELL, pursuant to the authority sought in this Application-Declaration, upon original issuance, is rated below investment grade; (2) any outstanding security of ELL that is rated is downgraded below investment grade; or (3) any outstanding security of Entergy that is rated is downgraded below investment grade. For purposes of this provision, a security will be deemed to be rated "investment grade" if it is rated investment grade by at least one nationally recognized statistical rating organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 15c3-1 under the Securities Exchange Act of 1934.

¹⁶                The applicable Commission orders include the following: Holding Co. Act Release Nos. 14840 (March 28, 1963) and 15207 (March 23, 1965) authorizing the formation of ESI (formerly, Middle South Services, Inc.), as a service company to provide corporate, administrative and other support services to the Entergy System companies, including the Company and Entergy's other domestic retail electric utility companies; Holding Co. Act Release No. 17400 (December 17, 1971) authorizing the formation of SFI to provide fuel procurement services for Entergy's domestic retail electric utility companies, including the Company; Holding Company Act Release No. 20525 (April 28, 1978), authorizing SFI to expand its fuel procurement services to include the procurement of nuclear fuel for Entergy's domestic retail electric utility companies, including the Company; Holding Co. Act Release No. 25100 (June 5, 1990), authorizing the formation of EOI to provide management and operating services with respect to the nuclear electric generating facilities of Entergy's domestic retail electric utility companies, including the Company; and Holding Co. Act Release No. 27040 (June 22, 1999), authorizing ESI, Entergy's domestic retail electric utility companies, including the Company, and certain other Entergy "regulated" business units or service companies to provide technical and other support services to EEI and certain other Entergy non-utility subsidiaries at "cost plus 5%".

¹⁷                It is proposed that the Preferred Units to be issued by ELL be granted up to 25% of the voting power for the election of directors. Implementation of this proposal, however, will not impair Entergy's ability to control ELL's operations or create a risk of unfair or inequitable distribution of voting power. (See Alabama Power Company, et al., Holding Co. Act Release No. 27301 (December 15, 2000), where, in connection with a proposed internal reorganization, the Commission approved a proposal to amend the Articles of Incorporation of certain public-utility subsidiaries of the Southern Company for the purpose of conferring fractional voting rights for the election of directors to holders of such subsidiaries' preferred stock).

EX-2

EXHIBIT A-3

PLAN OF CONVERSION
OF
ENTERGY LOUISIANA, INC.

This Plan of Conversion (this "Plan") is entered into effective as of the effective time (the "Effective Time") specified in the Articles of Conversion (the "Articles of Conversion") of Entergy Louisiana, Inc. (the "Converting Entity") with respect to the conversion contemplated herein (the "Conversion") and certifies and sets forth the following:

WHEREAS:

1. The Converting Entity is a Louisiana corporation that was incorporated on October 15, 1974.
2. The Converting Entity desires to convert into a Texas corporation pursuant to Louisiana Revised Statutes 12:164 and Article 5.17 of the Texas Business Corporation Act (the "Texas Business Corporation Act").
3. The Converting Entity is permitted by its Articles of Incorporation and Bylaws to convert into a Texas corporation, and such conversion is not inconsistent with the laws of either the State of Louisiana, in which the Converting Entity was incorporated, or the State of Texas.
4. This Plan has been unanimously adopted and approved by the shareholders of the Converting Entity entitled to vote thereon.

NOW, THEREFORE, the Converting Entity is and shall be converted into a Texas corporation in the following manner:

1. Name of Converting Entity. The name of the Converting Entity is Entergy Louisiana, Inc., a Louisiana corporation.
2. Continuation of Existence; Name of Converted Entity. The Converting Entity is continuing its existence in the organizational form of a Texas corporation under the name Entergy Louisiana, Inc., a Texas corporation (the "Converted Entity").
3. Type of Converted Entity. The Converted Entity is to be a corporation and is to be incorporated under the laws of the State of Texas.
4. Basis of Conversion. At and after the Effective Time, the shareholders of the Converting Entity shall be the shareholders of the Converted Entity with the same ownership rights and interests as they had in the Converting Entity immediately prior to the Effective Time:

1. 100% of the Common Stock of the Converting Entity shall continue to be 100% of the Common Stock of the Converted Entity, each share of Common Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Common Stock of the Converted Entity following the Conversion and implementation of this Plan;
2. 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of First Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of First Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
3. 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of the Convert ing Entity shall continue to be 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Second Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Second Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
4. 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Third Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Third Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
5. 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Fourth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Fourth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
6. 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Fifth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Fifth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
7. 100% of the Sixth Series Prefe rred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Sixth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Sixth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
8. 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Eighth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Eighth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;

< LI>100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Ninth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Ninth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan; and

9. 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of the Converting Entity shall continue to be 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of the Converted Entity, each share of Series H Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Series H Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan.

5. Articles of Incorporation. Attached hereto as Exhibit A are the Articles of Incorporation of the Converted Entity.
6. Effective Date.
1. The Effective Time of the Conversion shall be as specified in the Articles of Conversion (or, as applicable, in a Statement Regarding Delayed Effective Condition filed with the Secretary of State of Texas pursuant to Article 10.03 of the Texas Business Corporation Act).
2. At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the Converting Entity, without shareholder action, by (a) execution of a statement of abandonment by any officer of the Converting Entity or in any other manner determined by the board of directors of the Converting Entity and (b) if the Articles of Conversion have been filed but the Effective Time has not yet occurred, filing such statement of abandonment with the Secretary of State of Texas prior to the Effective Time as provided for in Section L of Article 5.03 of the Texas Business Corporation Act and with the Secretary of State of Louisiana as may be provided by the applicable provisio ns of Louisiana law.
3. The Converting Entity reserves the right to amend, modify, or supplement this Plan (including Exhibits) and the Articles of Conversion prior to the Effective Time, and if such right is exercised the Plan and Articles of Conversion, as so amended, modified, or supplemented, shall be the Plan and Articles of Conversion which become effective as of the Effective Time.

7. Effect of Conversion. Upon the Effective Time:

1. the Converting Entity shall continue to exist, without interruption, but in the organizational form of the Converted Entity rather than in its prior organizational form;
2. all rights, title, and interests to all real estate and other property owned by the Converting Entity shall continue to be owned by the Converted Entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon;
3. all liabilities and obligations of the Converting Entity shall continue to be liabilities and obligations of the Converted Entity in its new organizational form without impairment or diminution by reason of the Conversion;
4. all rights, if any, of creditors or other parties with respect to or against the prior interest holders or other owners of the Converting Entity in their capac ities as such in existence as of the Effective Time of the Conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the Conversion had not occurred;
5. a proceeding pending by or against the Converting Entity or by or against any of the Converting Entity's interest holders or other owners in their capacities as such may be continued by or against the Converted Entity in its new organizational form and by or against the prior interest holders or other owners, as the case may be, without any need for substitution of parties;
6. the shares held by the shareholders of the Converting Entity that are to be converted into shares of the Converted Entity as heretofore provided in this Plan shall be so converted; and
7. if, after the Effective Time, a shareholder of the Converted Entity would be liable under applicable law, in such capacity, for the debts or obligations o f the Converted Entity, such shareholder shall be liable for the debts and obligations of the Converting Entity that existed before the Conversion takes effect only to the extent that such shareholder:
1. agreed in writing to be liable for such debts or obligations;
2. was liable under applicable law, prior to the Effective Time, for such debts or obligations; or
3. by becoming a shareholder of the Converted Entity, becomes liable under applicable law for existing debts and obligations of the Converted Entity.

8. Conversion. It is intended that the Conversion qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F) and not result in the imposition of any federal income taxation. Accordingly, this Plan, and all actions taken by the parties to carry out this Plan, shall be construed in accordance with this intent.

DATED: _______________, 2005.

ENTERGY LOUISIANA, INC.

By:

Name:

Title:

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned authority, personally appeared ________________, to me known to be the _________________ of Entergy Louisiana, Inc. and the person who executed the foregoing Plan of Conversion in such capacity, and who, being duly sworn, acknowledged in my presence and in the presence of the undersigned witnesses that he was authorized to and did execute that instrument in such capacity for the said corporation, as his and its free act and deed.

IN WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our signatures on this ____ day of ____________, 2005.

WITNESSES:

_________________________________
NOTARY PUBLIC

EXHIBIT A
ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC.

ARTICLE 1

The name of this corporation (sometimes hereinafter referred to as the "Corporation") is and shall be: Entergy Louisiana, Inc.

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

The Corporation is being incorporated pursuant to a plan of conversion under which Entergy Louisiana, Inc., a Louisiana corporation formed on October 15, 1974 with its principal place of business located at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126, as the converting entity, is converting into the Corporation, as the converted entity. Articles of Conversion for the Corporation are being filed with the Secretary of State of Texas with these Articles of Incorporation.

ARTICLE 4

The objects and purposes of this Corporation and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under the Texas Business Corporation Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby;

(b) Any and all kinds of plants and systems for the manufacture of ice;

(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital, and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any shareholders' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation.

ARTICLE 5

I

The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows:

(a) 250,000,000 shares of Common Stock, without nominal or par value (hereinafter called the "Common Stock").

(b) 4,500,000 shares of preferred stock having a par value of $100.00 per share, which shall all be of one class (hereinafter called the "$100 Preferred Stock"), and 22,000,000 shares of preferred stock having a par value of $25.00 per share, which shall all be of one class (hereinafter called the "$25 Preferred Stock"), which said two classes of preferred stock are hereinafter together referred to as the "Preferred Stock", and, for certain purposes and to such extent as are hereinafter set forth, are treated or referred to together as a single class of stock; and further with respect to the Preferred Stock:

(i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 635,000 of said shares of $100 Preferred Stock shall be divided into eight series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100.00 par value (hereinafter so metimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), and one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Ninth Series Preferred Stock"); and the remaining 3,865,000 of said shares of $100 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

(ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 1,480,000 shares of 8% Preferred Stock, Cumulative, $25.00 par value (hereinafter sometimes called "Series H Preferred Stock"); and the remaining 20,520,000 of said shares of $25 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

II

The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock.

The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular series of such class and with respect to the following characteristics:

(a) The number of shares to constitute each such series and the distinctive designation thereof;

(b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate;

(c) The amount or amounts payable upon redemption thereof; and

(d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Sixth and the Eighth and Ninth Series Preferred Stock;

which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series.

III

Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 5 and hereinafter in these Articles of Incorporation.

(A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the C orporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to shareholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Sixth and the Eighth and Ninth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation , then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to co nstitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any transfer agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the prese nce in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice; such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that, if at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present i n person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months (and so long as any of the First Series Preferred Stock remains outstanding, within 180 days) after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security;

(2) amend, alter, change or repeal any of the express terms of any of the Preferred Stock then outstanding in a manner prejudicial to the holders thereof; the increase or decrease in the authorized amount of the Preferred Stock or the creation, or increase or decrease in the authorized amount, of any new class of stock ranking on a parity with the Preferred Stock shall not, for the purposes of this paragraph, be deemed to be prejudicial to the holders of the Preferred Stock; or

(3) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted by regulatory authority of the United States of America under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law; provided that the provisions of this sub-paragraph (3) shall not apply to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a corporate merger or consolidation.

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(1) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, (ii) the reacquisition, redemption or other retirement of any indebtedness, which reacquisition, redemption or other retirement has been authorized by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, or preferred stock ranking prior to, or pari passu with, the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtednes s then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this sub-paragraph (1) below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) a nd (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years; provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for the purpo ses of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within five (5) years (provided the words "five (5) years" shall read "three (3) years" when none of the First Series Preferred Stock remains outstanding); furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purposes set forth in (i), (ii) and (iii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or

(2) issue, sell, or otherwise dispose of any shares of the Preferred Stock in addition to the 635,000 shares of the First through Sixth and the Eight and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, (a) so long as any of the First Series Preferred Stock remains outstanding, unless the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, determined, after provision for depreciation and all taxes and in accordance with generally accepted accounting practices, to be available for the payment of dividends for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, is at least equal to twice the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other c lasses of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued, and (b) so long as any Preferred Stock remains outstanding, unless the gross income of the Corporation and Louisiana Power & Light Company, a Florida corporation, for such period, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all o ther classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of new property, the net income and gross income of the property to be so acquired, computed on the same basis as the net income and gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or

(3) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 635,000 shares of the First through Sixth and the Eighth and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this sub-paragraph (3), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corpora tion shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 5 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the shareholders of the Corporation. As to any matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involvi ng the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share.

(F) In the event of any voluntary liquidation, dissolution, or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall h ave been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or p rior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrar y, no redemption shall be made by the Corporation if such redemption is not permitted under the Act.

(H) For the purposes of this paragraph (H) and subparagraph (3) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dis solution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum or the Common Stock Equity plus item (3) in this parag raph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

(a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared;

(b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagrap h (b) could have been, and have not been, declared; and

(c) At any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above.

So long as any of the Second through the Sixth or the Eighth or the Ninth Series Preferred Stock or the Series H Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) abo ve, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating t o minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation," shall be exclusive of amounts provided for such property prior to the merger.

(I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the dates after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock , then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(J) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors.

(K) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(L) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding Preferred Stock, with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock into or for Common Stock or authorize the conversion or exchange of any Preferred Stock into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of st ock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(M) A consolidation, merger, or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Articles of Incorporation.

(N) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account.

(O) Subject to the limitations hereinabove set forth, upon the vote of a majority of all the directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote (or if the vote of a larger number of shares is required or the holders of a class or series are entitled to vote as a class or series by the laws of the State of Texas, notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the vote of the larger number or class or series of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes.

(P) Subject to the limitations hereinabove set forth, the $100 Preferred Stock or the $25 Preferred Stock or the Common Stock or any of said classes of stock may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class.

(Q) If any provision in this Article 5 shall be in conflict or inconsistent with any other provision of the Articles of Incorporation of the Corporation, the provisions of this Article 5 shall prevail and govern.

ARTICLE 6

The street address of the Corporation's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 7

The number of directors constituting the initial Board of Directors who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified is three. The names and addresses of the initial directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Joseph T. Domino	350 Pine Street Beaumont, Texas 77701-2404
Joseph T. Henderson	10055 Grogans Mill Road Parkwood II Building, Suite 500 The Woodlands, Texas 77380-1048

The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 7. Directors shall be elected at each annual meeting of shareholders and, subject to the provisions of Article 5 hereof, each director so elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 5 hereof, be elected by the shareholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of shareholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 5 hereof, the shareholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the shareholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the shareholders. If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect.

ARTICLE 8

For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the shareholders, provision is made as follows:

(a) General authority is hereby conferred upon the Board of Directors of the Corporation to fix the consideration for which shares of stock of the Corporation without nominal or par value may be issued and disposed of, and the shares of stock of the Corporation without nominal or par value, whether authorized by these Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Articles of Incorporation by consolidation or merger or otherwise, and/or any securities convertible into stock of the Corporation without nominal or par value may be issued and disposed of by the Board of Directors for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors.

(b) If now or hereafter permitted by Texas law, the issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized.

(c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or any committee thereof and to determine the amount of such compensation and fees.

(d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate in such newspaper of general circulation, published in the State of Texas, as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers, employees or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such allegedly lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporati on, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby.

(e) No shareholder shall have any right to inspect any account, book, or document of the Corporation, except as conferred by statute or authorized by the directors.

(f) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any stock authorized by these Articles of Incorporation or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine, without offering any thereof, on the same terms or on any terms, to the shareholders then of record or to any class of shareholders.

(g) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors, without counting in such majority or quorum any director so interested or member of a firm so interested or a shareholder or director of a corporation so interested, or (2) by vote at a shareholders' meeting of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profits realized by and from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member or any corporation of which is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification, or approval of such contracts in any other manner provided by law.

(h) Any director may be removed and his place filled at any meeting of the shareholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws.

(i) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors, and the Corporation may sell, lease, exchange or otherwise dispose of all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes, upon the consent of and for such consideration and upon such terms as may be authorized by a majority of all of the directors and the holders of a majority of the outstanding shares of stock entitled to vote (or, if the consent or vote of a larger number or different proportion of the directors and/or shares is required by the laws of the State of Texas notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the consent or vote of the larger number or different proportion of the directors and/or shares so require d) expressed in writing or by vote at a meeting of shareholders duly called and held as provided by law or in the manner provided by the By-Laws of the Corporation, if not inconsistent therewith; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation.

(j) Upon the written consent or the vote of the holders of record of a majority of the shares of stock of the Corporation then outstanding and entitled to vote, amendments of these Articles of Incorporation may be made if authorized at the time of making such amendments by the laws of the State of Texas.

(k) No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for an act or omission occurring in the director's capacity as a director, except to the extent the statutes of the State of Texas expressly provide that the director's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a director shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment.

EX-3

EXHIBIT A-4

ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC.
 

ARTICLE 1

The name of this corporation (sometimes hereinafter referred to as the "Corporation") is and shall be: Entergy Louisiana, Inc.

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

The Corporation is being incorporated pursuant to a plan of conversion under which Entergy Louisiana, Inc., a Louisiana corporation formed on October 15, 1974 with its principal place of business located at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126, as the converting entity, is converting into the Corporation, as the converted entity. Articles of Conversion for the Corporation are being filed with the Secretary of State of Texas with these Articles of Incorporation.

ARTICLE 4

The objects and purposes of this Corporation and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under the Texas Business Corporation Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby;

(b) Any and all kinds of plants and systems for the manufacture of ice;

(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital, and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any shareholders' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation.

ARTICLE 5

I

The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows:

(a) 250,000,000 shares of Common Stock, without nominal or par value (hereinafter called the "Common Stock").

(b) 4,500,000 shares of preferred stock having a par value of $100.00 per share, which shall all be of one class (hereinafter called the "$100 Preferred Stock"), and 22,000,000 shares of preferred stock having a par value of $25.00 per share, which shall all be of one class (hereinafter called the "$25 Preferred Stock"), which said two classes of preferred stock are hereinafter together referred to as the "Preferred Stock", and, for certain purposes and to such extent as are hereinafter set forth, are treated or referred to together as a single class of stock; and further with respect to the Preferred Stock:

(i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 635,000 of said shares of $100 Preferred Stock shall be divided into eight series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100.00 par value (hereinafter so metimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), and one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Ninth Series Preferred Stock"); and the remaining 3,865,000 of said shares of $100 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

(ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 1,480,000 shares of 8% Preferred Stock, Cumulative, $25.00 par value (hereinafter sometimes called "Series H Preferred Stock"); and the remaining 20,520,000 of said shares of $25 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

II

The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock.

The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular series of such class and with respect to the following characteristics:

(a) The number of shares to constitute each such series and the distinctive designation thereof;

(b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate;

(c) The amount or amounts payable upon redemption thereof; and

(d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Sixth and the Eighth and Ninth Series Preferred Stock;

which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series.

III

Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 5 and hereinafter in these Articles of Incorporation.

(A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the C orporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to shareholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Sixth and the Eighth and Ninth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation , then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to co nstitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any transfer agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the prese nce in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice; such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that, if at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present i n person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months (and so long as any of the First Series Preferred Stock remains outstanding, within 180 days) after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security;

(2) amend, alter, change or repeal any of the express terms of any of the Preferred Stock then outstanding in a manner prejudicial to the holders thereof; the increase or decrease in the authorized amount of the Preferred Stock or the creation, or increase or decrease in the authorized amount, of any new class of stock ranking on a parity with the Preferred Stock shall not, for the purposes of this paragraph, be deemed to be prejudicial to the holders of the Preferred Stock; or

(3) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted by regulatory authority of the United States of America under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law; provided that the provisions of this sub-paragraph (3) shall not apply to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a corporate merger or consolidation.

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(1) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, (ii) the reacquisition, redemption or other retirement of any indebtedness, which reacquisition, redemption or other retirement has been authorized by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, or preferred stock ranking prior to, or pari passu with, the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtednes s then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this sub-paragraph (1) below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) a nd (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years; provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for the purpo ses of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within five (5) years (provided the words "five (5) years" shall read "three (3) years" when none of the First Series Preferred Stock remains outstanding); furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purposes set forth in (i), (ii) and (iii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or

(2) issue, sell, or otherwise dispose of any shares of the Preferred Stock in addition to the 635,000 shares of the First through Sixth and the Eight and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, (a) so long as any of the First Series Preferred Stock remains outstanding, unless the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, determined, after provision for depreciation and all taxes and in accordance with generally accepted accounting practices, to be available for the payment of dividends for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, is at least equal to twice the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other c lasses of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued, and (b) so long as any Preferred Stock remains outstanding, unless the gross income of the Corporation and Louisiana Power & Light Company, a Florida corporation, for such period, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all o ther classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of new property, the net income and gross income of the property to be so acquired, computed on the same basis as the net income and gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or

(3) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 635,000 shares of the First through Sixth and the Eighth and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this sub-paragraph (3), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corpora tion shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 5 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the shareholders of the Corporation. As to any matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involvi ng the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share.

(F) In the event of any voluntary liquidation, dissolution, or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall h ave been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or p rior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrar y, no redemption shall be made by the Corporation if such redemption is not permitted under the Act.

(H) For the purposes of this paragraph (H) and subparagraph (3) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dis solution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum or the Common Stock Equity plus item (3) in this parag raph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

(a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared;

(b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagrap h (b) could have been, and have not been, declared; and

(c) At any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above.

So long as any of the Second through the Sixth or the Eighth or the Ninth Series Preferred Stock or the Series H Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) abo ve, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating t o minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation," shall be exclusive of amounts provided for such property prior to the merger.

(I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the dates after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock , then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(J) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors.

(K) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(L) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding Preferred Stock, with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock into or for Common Stock or authorize the conversion or exchange of any Preferred Stock into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of st ock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(M) A consolidation, merger, or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Articles of Incorporation.

(N) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account.

(O) Subject to the limitations hereinabove set forth, upon the vote of a majority of all the directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote (or if the vote of a larger number of shares is required or the holders of a class or series are entitled to vote as a class or series by the laws of the State of Texas, notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the vote of the larger number or class or series of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes.

(P) Subject to the limitations hereinabove set forth, the $100 Preferred Stock or the $25 Preferred Stock or the Common Stock or any of said classes of stock may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class.

(Q) If any provision in this Article 5 shall be in conflict or inconsistent with any other provision of the Articles of Incorporation of the Corporation, the provisions of this Article 5 shall prevail and govern.

ARTICLE 6

The street address of the Corporation's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 7

The number of directors constituting the initial Board of Directors who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified is three. The names and addresses of the initial directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Joseph T. Domino	350 Pine Street Beaumont, Texas 77701-2404
Joseph T. Henderson	10055 Grogans Mill Road Parkwood II Building, Suite 500 The Woodlands, Texas 77380-1048

The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 7. Directors shall be elected at each annual meeting of shareholders and, subject to the provisions of Article 5 hereof, each director so elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 5 hereof, be elected by the shareholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of shareholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 5 hereof, the shareholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the shareholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the shareholders. If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect.

ARTICLE 8

For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the shareholders, provision is made as follows:

(a) General authority is hereby conferred upon the Board of Directors of the Corporation to fix the consideration for which shares of stock of the Corporation without nominal or par value may be issued and disposed of, and the shares of stock of the Corporation without nominal or par value, whether authorized by these Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Articles of Incorporation by consolidation or merger or otherwise, and/or any securities convertible into stock of the Corporation without nominal or par value may be issued and disposed of by the Board of Directors for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors.

(b) If now or hereafter permitted by Texas law, the issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized.

(c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or any committee thereof and to determine the amount of such compensation and fees.

(d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate in such newspaper of general circulation, published in the State of Texas, as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers, employees or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such allegedly lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporati on, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby.

(e) No shareholder shall have any right to inspect any account, book, or document of the Corporation, except as conferred by statute or authorized by the directors.

(f) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any stock authorized by these Articles of Incorporation or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine, without offering any thereof, on the same terms or on any terms, to the shareholders then of record or to any class of shareholders.

(g) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors, without counting in such majority or quorum any director so interested or member of a firm so interested or a shareholder or director of a corporation so interested, or (2) by vote at a shareholders' meeting of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profits realized by and from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member or any corporation of which is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification, or approval of such contracts in any other manner provided by law.

(h) Any director may be removed and his place filled at any meeting of the shareholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws.

(i) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors, and the Corporation may sell, lease, exchange or otherwise dispose of all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes, upon the consent of and for such consideration and upon such terms as may be authorized by a majority of all of the directors and the holders of a majority of the outstanding shares of stock entitled to vote (or, if the consent or vote of a larger number or different proportion of the directors and/or shares is required by the laws of the State of Texas notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the consent or vote of the larger number or different proportion of the directors and/or shares so require d) expressed in writing or by vote at a meeting of shareholders duly called and held as provided by law or in the manner provided by the By-Laws of the Corporation, if not inconsistent therewith; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation.

(j) Upon the written consent or the vote of the holders of record of a majority of the shares of stock of the Corporation then outstanding and entitled to vote, amendments of these Articles of Incorporation may be made if authorized at the time of making such amendments by the laws of the State of Texas.

(k) No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for an act or omission occurring in the director's capacity as a director, except to the extent the statutes of the State of Texas expressly provide that the director's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a director shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment.

EX-2

EXHIBIT A-6

PLAN OF MERGER
OF
ENTERGY LOUISIANA, INC.

This Plan of Merger (this "Plan") is entered into effective as of the effective time (the "Effective Time") specified in the Articles of Merger of Entergy Louisiana, Inc. (the "Articles of Merger") with respect to the merger contemplated herein (the "Merger") and certifies and sets forth the following:

1. The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana, Inc.	Corporation	Texas

2. The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana, Inc.	Corporation	Texas

3. The name of each new domestic or foreign corporation or other entity that is to be created by the terms of this Plan, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana, LLC	Limited Liability Company	Texas
Entergy Louisiana Properties, LLC	Limited Liability Company	Texas

4. This Plan has been approved as required by Articles 5.01 and 5.03 of the Texas Business Corporation Act (the "Act").
5. The Articles of Incorporation of Entergy Louisiana, Inc., the party to the Merger that is to survive the Merger, are on file in the records of the Secretary of State of Texas, a copy of which is attached hereto as Exhibit A.
6. The Articles of Organization of Entergy Louisiana, LLC, a new domestic limited liability company that is to be created by the terms of this Plan, are being filed with the Secretary of State of Texas with the Articles of Merger and are attached hereto as Exhibit B.
7. The Articles of Organization of Entergy Louisiana Properties, LLC, a new domestic limited liability company that is to be created by the terms of this Plan, are being filed with the Secretary of State of Texas with the Articles of Merger and are attached hereto as Exhibit C.
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8. The terms and conditions of the Merger are as follows:
1. All real estate and other property (tangible and intangible, movable and immovable) owned, held, leased, and claimed by Entergy Louisiana, Inc. immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, including, but not limited to, that described in Schedule 1 attached hereto, shall be allocated to and vested in Entergy Louisiana, LLC, except that the property described in Schedule 2 attached hereto shall continue to be allocated to and vested in Entergy Louisiana, Inc. and the real estate and other property described in Schedule 3 attached hereto shall be allocated to and vested in Entergy Louisiana Properties, LLC;
2. Entergy Louisiana, Inc. shall be obligated for the payment of the fair value of any shares held by a shareholder of any domestic corporation that is a party to the Merger who has the right to dissent from this Plan and who has complied with the requirements of A rticle 5.12 of the Act for the recovery of the fair value of his shares; and
3. Subject to the provisions of paragraphs 12, 13, and 14 of this Plan, all liabilities and obligations of Entergy Louisiana, Inc. immediately prior to the Effective Time shall be allocated to and vested in Entergy Louisiana, LLC, except that the liabilities and obligations described in Schedule 4 attached hereto shall continue to be allocated to and vested in Entergy Louisiana, Inc. and the liabilities and obligations described in Schedule 5 attached hereto shall be allocated to and vested in Entergy Louisiana Properties, LLC.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference, is intended to provide for the allocation of all liabilities and obligations of Entergy Louisiana, Inc. to the end that Section C of Article 5.06 of the Act shall not be applicable.

9. Following the Merger and implementation of this Plan, the shareholders of Entergy Louisiana, Inc., the party to the Merger, shall continue to be the shareholders of Entergy Louisiana, Inc. with the same ownership rights and interests as they had in Entergy Louisiana, Inc. immediately prior to the Merger:

1. 100% of the Common Stock of Entergy Louisiana, Inc. shall continue to be 100% of the Common Stock of Entergy Louisiana, Inc., each share of Common Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Common Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
2. 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of First Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of First Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
3. 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of Entergy Lou isiana, Inc. shall continue to be 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Second Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Second Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
4. 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Third Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Third Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
5. 100% of the Fourth Series Preferred Stock, with a par value of $100 .00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Fourth Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Fourth Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
6. 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Fifth Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Fifth Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
7. 100% of the Sixth Series Preferred Sto ck, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Sixth Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Sixth Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
8. 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Eighth Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Eighth Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan;
9. 100% of t he Ninth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana, Inc., each share of Ninth Series Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Ninth Series Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan; and
10. 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of Entergy Louisiana, Inc. shall continue to be 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of Entergy Louisiana, Inc., each share of Series H Preferred Stock of Entergy Louisiana, Inc. prior to the Merger and implementation of this Plan being one (1) share of Series H Preferred Stock of Entergy Louisiana, Inc. following the Merger and the implementation of this Plan.

10. One hundred forty-six million nine hundred seventy thousand six hundred seven (146,970,607) Units of Common Membership Interests of Entergy Louisiana, LLC shall be issued and allocated to and vested in Entergy Louisiana, Inc. in consideration for the allocation of property to it as set forth in this Plan, and such membership interests of Entergy Louisiana, LLC shall then represent all its issued and outstanding Common Membership Interests.
11. One hundred (100) Units of Common Membership Interests of Entergy Louisiana Properties, LLC shall be issued and allocated to and vested in Entergy Louisiana, Inc. in consideration for the allocation of property to it as set forth in this Plan, and such membership interests of Entergy Louisiana Properties, LLC shall then represent all its issued and outstanding Common Membership Interests.
12. In satisfaction of the requirements of Section C of Article 5.04 of the Act, and notwithstanding paragraph 8(c ) of this Plan, Entergy Louisiana, Inc. agrees that it will be responsible for the timely payment of all fees and franchise taxes required by law to be paid for all periods prior to the Effective Time of the Merger. If such fees and franchise taxes are not timely paid, all the surviving and new corporations or other entities will be obligated to pay them. Each surviving and new corporation or other entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.
13. Entergy Louisiana, LLC shall be the primary obligor for all liabilities and obligations allocated to and vested in it under paragraph 8(c) of this Plan, and Entergy Louisiana, Inc. shall have continuing liability thereon as provided by law, provided that, as between Entergy Louisiana, Inc. and Entergy Louisiana, LLC, Entergy Louisiana, Inc. shall have all rights of a surety against Entergy Louisiana, LLC as a primary obligor for all payments made and cost s incurred by Entergy Louisiana, Inc. in respect of such liabilities and obligations. Entergy Louisiana, LLC agrees to indemnify and to defend Entergy Louisiana, Inc. against, and to reimburse Entergy Louisiana, Inc. for any payments made and costs incurred by it in respect of, such liabilities and obligations.
14. Entergy Louisiana Properties, LLC shall be the primary obligor for all liabilities and obligations allocated to and vested in it under paragraph 8(c) of this Plan, and Entergy Louisiana, Inc. shall have continuing liability thereon as provided by law, provided that, as between Entergy Louisiana, Inc. and Entergy Louisiana Properties, LLC, Entergy Louisiana, Inc. shall have all rights of a surety against Entergy Louisiana Properties, LLC as a primary obligor for all payments made and costs incurred by Entergy Louisiana, Inc. in respect of such liabilities and obligations. Entergy Louisiana Properties, LLC agrees to indemnify and to defend Entergy Louisiana, Inc. against, an d to reimburse Entergy Louisiana, Inc. for any payments made and costs incurred by it in respect of, such liabilities and obligations.
15. The Effective Time of the Merger shall be as specified in the Articles of Merger (or, as applicable, in a Statement Regarding Delayed Effective Condition filed with the Secretary of State of Texas pursuant to Article 10.03 of the Act).
16. At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without shareholder action, by (a) execution of a statement of abandonment by any officer of Entergy Louisiana, Inc. or in any other manner determined by the board of directors of Entergy Louisiana, Inc. and (b) if the Articles of Merger have been filed but the Effective Time has not yet occurred, filing such statement with the Secretary of State of Texas prior to the Effective Time as provided for in Section L of Article 5.03 of the Act.

Entergy Louisiana, Inc. reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules) and the Articles of Merger prior to the Effective Time, and if such right is exercised the Plan and Articles of Merger, as so amended, modified, or supplemented, shall be the Plan and Articles of Merger that become effective as of the Effective Time.

17. A copy of this Plan will be furnished by each surviving or new domestic or foreign corporation or other entity, on written request and without cost, to any shareholder of each domestic corporation and any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.
18. Entergy Louisiana, Inc., Entergy Louisiana, LLC, and Entergy Louisiana Properties, LLC will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and file d all such further acts, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.
19. It is intended that the transfer of assets to Entergy Louisiana, LLC qualify as a tax-free contribution of assets under Internal Revenue Code Section 351 and the transfer of assets to Entergy Louisiana Properties, LLC be disregarded for federal income tax purposes.

In witness whereof the sole party to the Merger has executed this Plan of Merger as of the ___ day of ______________, 2005.

ENTERGY LOUISIANA, INC.

By:

Name:

Title:

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned authority, personally appeared ________________, to me known to be the _________________ of Entergy Louisiana, Inc. and the person who executed the foregoing Plan of Merger in such capacity, and who, being duly sworn, acknowledged in my presence and in the presence of the undersigned witnesses that he was authorized to and did execute that instrument in such capacity for the said corporation, as his and its free act and deed.

IN WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our signatures on this ____ day of ____________, 2005.

WITNESSES:

_________________________________
NOTARY PUBLIC

EXHIBIT A
ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC.

ARTICLE 1

The name of this corporation (sometimes hereinafter referred to as the "Corporation") is and shall be: Entergy Louisiana, Inc.

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

The Corporation is being incorporated pursuant to a plan of conversion under which Entergy Louisiana, Inc., a Louisiana corporation formed on October 15, 1974 with its principal place of business located at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126, as the converting entity, is converting into the Corporation, as the converted entity. Articles of Conversion for the Corporation are being filed with the Secretary of State of Texas with these Articles of Incorporation.

ARTICLE 4

The objects and purposes of this Corporation and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under the Texas Business Corporation Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby;

(b) Any and all kinds of plants and systems for the manufacture of ice;

(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital, and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any shareholders' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation.

ARTICLE 5

I

The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows:

(a) 250,000,000 shares of Common Stock, without nominal or par value (hereinafter called the "Common Stock").

(b) 4,500,000 shares of preferred stock having a par value of $100.00 per share, which shall all be of one class (hereinafter called the "$100 Preferred Stock"), and 22,000,000 shares of preferred stock having a par value of $25.00 per share, which shall all be of one class (hereinafter called the "$25 Preferred Stock"), which said two classes of preferred stock are hereinafter together referred to as the "Preferred Stock", and, for certain purposes and to such extent as are hereinafter set forth, are treated or referred to together as a single class of stock; and further with respect to the Preferred Stock:

(i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 635,000 of said shares of $100 Preferred Stock shall be divided into eight series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100.00 par value (hereinafter so metimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), and one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100.00 par value (hereinafter sometimes called "Ninth Series Preferred Stock"); and the remaining 3,865,000 of said shares of $100 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

(ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 1,480,000 shares of 8% Preferred Stock, Cumulative, $25.00 par value (hereinafter sometimes called "Series H Preferred Stock"); and the remaining 20,520,000 of said shares of $25 Preferred Stock may be divided into additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof, and each such additional series to be issued only after the filing with the Secretary of State of Texas of a statement as set forth in Section D of Article 2.13 of the Act.

II

The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock.

The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular series of such class and with respect to the following characteristics:

(a) The number of shares to constitute each such series and the distinctive designation thereof;

(b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate;

(c) The amount or amounts payable upon redemption thereof; and

(d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Sixth and the Eighth and Ninth Series Preferred Stock;

which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series.

III

Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 5 and hereinafter in these Articles of Incorporation.

(A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the C orporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to shareholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Sixth and the Eighth and Ninth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation , then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to co nstitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any transfer agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the prese nce in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice; such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that, if at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present i n person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months (and so long as any of the First Series Preferred Stock remains outstanding, within 180 days) after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security;

(2) amend, alter, change or repeal any of the express terms of any of the Preferred Stock then outstanding in a manner prejudicial to the holders thereof; the increase or decrease in the authorized amount of the Preferred Stock or the creation, or increase or decrease in the authorized amount, of any new class of stock ranking on a parity with the Preferred Stock shall not, for the purposes of this paragraph, be deemed to be prejudicial to the holders of the Preferred Stock; or

(3) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted by regulatory authority of the United States of America under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law; provided that the provisions of this sub-paragraph (3) shall not apply to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a corporate merger or consolidation.

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(1) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, (ii) the reacquisition, redemption or other retirement of any indebtedness, which reacquisition, redemption or other retirement has been authorized by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935 or by any applicable regulatory authority under any successor law, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, or preferred stock ranking prior to, or pari passu with, the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtednes s then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this sub-paragraph (1) below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) a nd (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years; provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for the purpo ses of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within five (5) years (provided the words "five (5) years" shall read "three (3) years" when none of the First Series Preferred Stock remains outstanding); furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purposes set forth in (i), (ii) and (iii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or

(2) issue, sell, or otherwise dispose of any shares of the Preferred Stock in addition to the 635,000 shares of the First through Sixth and the Eight and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, (a) so long as any of the First Series Preferred Stock remains outstanding, unless the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, determined, after provision for depreciation and all taxes and in accordance with generally accepted accounting practices, to be available for the payment of dividends for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, is at least equal to twice the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other c lasses of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued, and (b) so long as any Preferred Stock remains outstanding, unless the gross income of the Corporation and Louisiana Power & Light Company, a Florida corporation, for such period, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all o ther classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of new property, the net income and gross income of the property to be so acquired, computed on the same basis as the net income and gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or

(3) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 635,000 shares of the First through Sixth and the Eighth and Ninth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this sub-paragraph (3), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corpora tion shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 5 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the shareholders of the Corporation. As to any matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involvi ng the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share.

(F) In the event of any voluntary liquidation, dissolution, or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall h ave been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or p rior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrar y, no redemption shall be made by the Corporation if such redemption is not permitted under the Act.

(H) For the purposes of this paragraph (H) and subparagraph (3) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dis solution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum or the Common Stock Equity plus item (3) in this parag raph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

(a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared;

(b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagrap h (b) could have been, and have not been, declared; and

(c) At any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above.

So long as any of the Second through the Sixth or the Eighth or the Ninth Series Preferred Stock or the Series H Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) abo ve, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating t o minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation," shall be exclusive of amounts provided for such property prior to the merger.

(I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the dates after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock , then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(J) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors.

(K) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(L) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding Preferred Stock, with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock into or for Common Stock or authorize the conversion or exchange of any Preferred Stock into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of st ock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(M) A consolidation, merger, or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Articles of Incorporation.

(N) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account.

(O) Subject to the limitations hereinabove set forth, upon the vote of a majority of all the directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote (or if the vote of a larger number of shares is required or the holders of a class or series are entitled to vote as a class or series by the laws of the State of Texas, notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the vote of the larger number or class or series of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes.

(P) Subject to the limitations hereinabove set forth, the $100 Preferred Stock or the $25 Preferred Stock or the Common Stock or any of said classes of stock may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class.

(Q) If any provision in this Article 5 shall be in conflict or inconsistent with any other provision of the Articles of Incorporation of the Corporation, the provisions of this Article 5 shall prevail and govern.

ARTICLE 6

The street address of the Corporation's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 7

The number of directors constituting the initial Board of Directors who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified is three. The names and addresses of the initial directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Joseph T. Domino	350 Pine Street Beaumont, Texas 77701-2404
Joseph T. Henderson	10055 Grogans Mill Road Parkwood II Building, Suite 500 The Woodlands, Texas 77380-1048

The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 7. Directors shall be elected at each annual meeting of shareholders and, subject to the provisions of Article 5 hereof, each director so elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 5 hereof, be elected by the shareholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of shareholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 5 hereof, the shareholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the shareholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the shareholders. If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect.

ARTICLE 8

For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the shareholders, provision is made as follows:

(a) General authority is hereby conferred upon the Board of Directors of the Corporation to fix the consideration for which shares of stock of the Corporation without nominal or par value may be issued and disposed of, and the shares of stock of the Corporation without nominal or par value, whether authorized by these Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Articles of Incorporation by consolidation or merger or otherwise, and/or any securities convertible into stock of the Corporation without nominal or par value may be issued and disposed of by the Board of Directors for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors.

(b) If now or hereafter permitted by Texas law, the issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized.

(c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or any committee thereof and to determine the amount of such compensation and fees.

(d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate in such newspaper of general circulation, published in the State of Texas, as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers, employees or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such allegedly lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporati on, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby.

(e) No shareholder shall have any right to inspect any account, book, or document of the Corporation, except as conferred by statute or authorized by the directors.

(f) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any stock authorized by these Articles of Incorporation or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine, without offering any thereof, on the same terms or on any terms, to the shareholders then of record or to any class of shareholders.

(g) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors, without counting in such majority or quorum any director so interested or member of a firm so interested or a shareholder or director of a corporation so interested, or (2) by vote at a shareholders' meeting of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profits realized by and from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member or any corporation of which is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification, or approval of such contracts in any other manner provided by law.

(h) Any director may be removed and his place filled at any meeting of the shareholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws.

(i) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors, and the Corporation may sell, lease, exchange or otherwise dispose of all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes, upon the consent of and for such consideration and upon such terms as may be authorized by a majority of all of the directors and the holders of a majority of the outstanding shares of stock entitled to vote (or, if the consent or vote of a larger number or different proportion of the directors and/or shares is required by the laws of the State of Texas notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the consent or vote of the larger number or different proportion of the directors and/or shares so require d) expressed in writing or by vote at a meeting of shareholders duly called and held as provided by law or in the manner provided by the By-Laws of the Corporation, if not inconsistent therewith; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation.

(j) Upon the written consent or the vote of the holders of record of a majority of the shares of stock of the Corporation then outstanding and entitled to vote, amendments of these Articles of Incorporation may be made if authorized at the time of making such amendments by the laws of the State of Texas.

(k) No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for an act or omission occurring in the director's capacity as a director, except to the extent the statutes of the State of Texas expressly provide that the director's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a director shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment.

EXHIBIT B
ARTICLES OF ORGANIZATION
OF
ENTERGY LOUISIANA, LLC
 

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be: Entergy Louisiana, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Company shall have all powers which limited liability companies may have, and may carry on all businesses of any and every nature and kind which limited liability companies may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby;

(b) Any and all kinds of plants and systems for the manufacture of ice;

(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Company, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer units of its own membership interests, provided the units of its own membership interests owned by the Company shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any members' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Organization or any amendment thereof or necessary or incidental to the protection and benefit of the Company.

Lack of capacity of the Company shall never be made the basis of any claim or defense at law or in equity.

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Leo P. Denault	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Mark T. Savoff	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Richard J. Smith	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

(a) Each member's and each Director's liability shall be limited as described in Article 4.03 of the Act.

(b) Each Director owes to the Company a duty of loyalty and a duty of due care. A Director shall not otherwise be liable as a fiduciary or trustee to the Company or any member. No Director shall be liable to the Company or its members for monetary damages for an act or omission occurring in the Director's capacity as a manager, except to the extent the laws of the State of Texas provide that a manager's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a Director shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Company existing at the time of such repeal or amendment.

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

__________________________________________

__________________________________________
Organizer

EXHIBIT C
ARTICLES OF ORGANIZATION
OF
ENTERGY LOUISIANA PROPERTIES, LLC
 

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be: Entergy Louisiana Properties, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Company shall have all powers which limited liability companies may have, and may carry on all businesses of any and every nature and kind which limited liability companies may carry on, under the Act., including, but not by way of limitation, the following business or businesses:

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable therefor;

To borrow money and contract debts when necessary for the transaction of the business of the Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Company, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer units of its own membership interests, provided the units of its own membership interests owned by the Company shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any members' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Organization or any amendment thereof or necessary or incidental to the protection and benefit of the Company.

Lack of capacity of the Company shall never be made the basis of any claim or defense at law or in equity.

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Leo P. Denault	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Mark T. Savoff	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Richard J. Smith	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

(a) Each member's and each Director's liability shall be limited as described in Article 4.03 of the Act.

(b) Each Director owes to the Company a duty of loyalty and a duty of due care. A Director shall not otherwise be liable as a fiduciary or trustee to the Company or any member. No Director shall be liable to the Company or its members for monetary damages for an act or omission occurring in the Director's capacity as a manager, except to the extent the laws of the State of Texas provide that a manager's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a Director shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Company existing at the time of such repeal or amendment.

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

__________________________________________

__________________________________________
Organizer
 

SCHEDULE 1
PROPERTY ALLOCATED
TO
ENTERGY LOUISIANA, LLC

All of the following property, whether located within the State of Louisiana or outside the State of Louisiana, or whether located within the State of Texas or outside the State of Texas:

1. The electric generating plants, plant sites and stations, and all ownership interests therein, of Entergy Louisiana, Inc., including all electric works, power houses, buildings, pipe lines and structures owned by Entergy Louisiana, Inc. and all land of Entergy Louisiana, Inc. on which the same are situated and all of the lands of Entergy Louisiana, Inc., together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, equipment and appurtenances, forming a part of said plants, sites, stations, lands, or property or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands, or property;

2. The electric substations, switching stations, microwave installations and UHF-VHF installations of Entergy Louisiana, Inc., and the sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of Entergy Louisiana, Inc. on which the same are situated, and all of the lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, permits, privileges, machinery, equipment, appliances, devices, licenses and appurtenances of Entergy Louisiana, Inc. forming a part of said substations, switching stations, microwave installations, UHF-VHF installations, or lands, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them;

3. All and singular the miscellaneous lands and real estate or rights and interests therein of Entergy Louisiana, Inc.;

4. The electric transmission lines of Entergy Louisiana, Inc., including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, pole type substations, insulators and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any public streets or highways or other lands, public or private;

5. The electric submarine cables of Entergy Louisiana, Inc., including the wires, cables, switch racks, conductors, conduits, transformers, substations, insulators and all appliances, devices and equipment used or useful in connection with said submarine cables, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof;

And also all extensions, replacements, branches, taps, developments and improvements of said submarine cables, or any of them, and all other submarine cables owned by Entergy Louisiana, Inc. wherever situated, as well as all of the rights-of-way, easements, permits, privileges, licenses, consents, immunities and rights of Entergy Louisiana, Inc. for or relating to the construction, maintenance or operation thereof;

6. The electric distribution lines and systems of Entergy Louisiana, Inc., including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the other property of Entergy Louisiana, Inc., real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights of Entergy Louisiana, Inc. for or relating to the construction, maintenance or operation thereof, through, over, under, or upon any public streets or highways, public or private lands, including all additions, improvements or replacements to all of the distribution systems wherever located;

And also all branches, extensions, improvements and developments of or appertaining to or connected with said distribution lines, systems or any of them, and all other distribution systems of Entergy Louisiana, Inc. and parts and portions thereof, wherever situated, whether connected or not connected with any of the foregoing systems, as well as all of the rights-of-way, easements, privileges, prescriptions, permits, municipal or other franchises, consents and rights of Entergy Louisiana, Inc. for or relating to the construction, maintenance or operation thereof or any part or portion thereof, through, over, under or upon any public streets or highways or public or private lands;

7. The certain franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric systems in, on and under streets, alleys, highways, roads, and public grounds, areas and rights-of-way, or for the supply and sale of electricity, and all rights incident thereto, that were granted by the governing bodies of the respective municipalities, parishes and public authorities in the State of Louisiana;

Also all other franchises, privileges, permits, grants and consents owned by Entergy Louisiana, Inc. for the construction, operation and maintenance of electric systems in, on or under streets, alleys, highways, roads, and public grounds, areas and rights-of-way or for the supply and sale of electricity and all rights incident thereto;

8. All cash, shares of stock, bonds, notes and other obligations and other securities; merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any properties of Entergy Louisiana, Inc.; all rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements; all electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by Entergy Louisiana, Inc. for sale, distribution or use in the ordinary course of its business; and all timber, minerals, mineral rights and royalties;

9. All lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights-of-way and roads; all plants for the generation of electricity by steam, water or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliance s, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents, or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and all the right, title and interest of Entergy Louisiana, Inc. in and to all other property of any kind or nature appertaining to or used or occupied or enjoyed in connection with any property hereinbefore described; and

10. All and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, that Entergy Louisiana, Inc. now has in and to the aforesaid property and franchises and every part and parcel thereof;

SAVE AND EXCEPT the properties described in Schedules 2 and 3 hereof.

SCHEDULE 2
PROPERTY ALLOCATED
TO
ENTERGY LOUISIANA, INC.

1. Cash in the amount of $_________.
2. All right, title, and interest of Entergy Louisiana, Inc. under the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement dated April 28, 1988, as amended by the First Amendment thereto dated January 1, 1990, the Second Amendment thereto dated January 1, 1992, the Third Amendment thereto dated January 1, 1994, and the Fourth Amendment thereto dated April 1, 1997 (the "Income Tax Allocation Agreement"), including all amounts due or to become due to Entergy Louisiana, Inc. thereunder.
3. One hundred forty-six million nine hundred seventy thousand six hundred seven (146,970,607) units of common membership interests of Entergy Louisiana, LLC, a Texas limited liability company.
4. One hundred (100) units of common membership interests of Entergy Louisiana Properties, LLC, a Texas limited liability company.

SCHEDULE 3
PROPERTY ALLOCATED
TO
ENTERGY LOUISIANA PROPERTIES, LLC

1. Cash in the amount of $_________.
2. Sixty-six shares of stock without par value of System Fuels, Inc., a Louisiana corporation ("SFI").
3. A promissory note made by SFI in the outstanding principal amount of $14,223,000 and due on December 31, 2008.
4. All right, title, and interest of Entergy Louisiana, Inc. under the Amended Loan Agreement dated as of January 1, 1983, among SFI, Entergy Louisiana, Inc., Entergy Arkansas, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (the "SFI Loan Agreement").
5. All right, title, and interest to the real estate and other property located in portions of St. Rosalie and Myrtle Grove Plantations, Sections 5, 6, and 7, Township 16 South-Range 25 East, in Plaquemines Parish, Louisiana, conveyed to Louisiana Power & Light Company by means of the following:

(i) Sale of Property by Louisiana Citrus Lands, Inc. in Liquidation to Louisiana Power & Light Company dated June 28, 1971, registered in Conveyance Office Book 366, Folio 480 on June 28, 1971, by the Register of Conveyances of Plaquemines Parish, Louisiana;

(ii) Sale of Property by Ruby Cecile Mayer et al. to Louisiana Power & Light Company dated March 7, 1972, registered in Conveyance Office Book 377, Folio 455 on March 8, 1972, by the Register of Conveyances of Plaquemines Parish, Louisiana; and

(iii) Sale of Property by Alicia Bourgeois Gravolet et al. to Louisiana Power & Light Company dated June 4, 1974, registered in Conveyance Office Book 405, Folio 799 on June 5, 1974, by the Register of Conveyances of Plaquemines Parish, Louisiana;

together with all easements, appurtenances, rights, privileges, and all other improvements belonging thereto and all rents, royalties, profits, fruits, and receivables derived therefrom, but excluding electric power lines, transmission lines, pipelines, circuits, communication facilities, poles, towers, communication towers, cross arms, insulators, wires, cables, conduits, utility hardware, transformers, switches, guy wires, anchors, utility equipment, utility structures, and utility materials located on or pertaining to such property and rights of servitude for the location of such facilities and access thereto (all such property allocated to Entergy Louisiana Properties, LLC in this paragraph 5 being hereinafter referred to as the "St. Rosalie Plant Site Property").

6. All right, title, and interest to the real estate and other property located in portions of Helvetia and Wilton Plantations, Sections 38, 43, 44, 45, 46, 47, 63, and 64, Township 11 South-Range 3 East, and Sections 1, 2, 3, 37, 38, 39, and 40, Township 11 South-Range 4 East, in St. James Parish, Louisiana, conveyed to Louisiana Power & Light Company by means of the following:

(i) Sale of Property by Ethyl Corporation to Louisiana Power & Light Company dated February 25, 1980, received under Entry No. 54098 and recorded in Book of Conveyance No. 222, Page No. 763 on February 28, 1980, by the Recorder of St. James Parish, Louisiana;

(ii) Quitclaim Deed by Ethyl Corporation to Louisiana Power & Light Company dated April 13, 1981, received under Entry No. 57923 and recorded in Book of Conveyance No. 236, Page No. 296 on June 19, 1981, by the Recorder of St. James Parish, Louisiana; and

(iii) Cash Sale of Real Property by Bertha Schexnaydre et al. to Louisiana Power & Light Company dated June 10, 1981, received under Entry No. 58283 and recorded in Book of Conveyance No. 237, Page No. 458 on August 13, 1981, by the Recorder of St. James Parish, Louisiana;

together with all easements, appurtenances, rights, privileges, and all other improvements belonging thereto and all rents, royalties, profits, fruits, and receivables derived therefrom, but excluding electric power lines, transmission lines, pipelines, circuits, communication facilities, poles, towers, communication towers, cross arms, insulators, wires, cables, conduits, utility hardware, transformers, switches, guy wires, anchors, utility equipment, utility structures, and utility materials located on or pertaining to such property and rights of servitude for the location of such facilities and access thereto, and less and except all right, title, and interest to the real estate and other property located in portions of Wilton Plantation, Sections 44, 46, and 47, Township 11 South-Range 3 East, in St. James Parish, Louisiana, conveyed by Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company) by means of the following:

(a) Cash Sale of Property by Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company) to The South Louisiana Port Commission dated September 3, 1996, received under Entry No. 97264 and recorded in Book of Conveyance No. 339 on September 3, 1996, by the Recorder of St. James Parish, Louisiana; and

(b) Quitclaim Deed by Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company) to The South Louisiana Port Commission dated September 3, 1996, received under Entry No. 97265 and recorded in Book of Conveyance No. 339 on September 3, 1996, by the Recorder of St. James Parish, Louisiana;

(all such property allocated to Entergy Louisiana Properties, LLC in this paragraph 6 being hereinafter referred to as the "Wilton Plant Site Property").

SCHEDULE 4
LIABILITIES AND OBLIGATIONS ALLOCATED
TO
ENTERGY LOUISIANA, INC.

All liabilities and obligations of Entergy Louisiana, Inc. under the Income Tax Allocation Agreement (as defined in Schedule 2 hereof).

SCHEDULE 5
LIABILITIES AND OBLIGATIONS ALLOCATED
TO
ENTERGY LOUISIANA PROPERTIES, LLC

1. All liabilities and obligations of Entergy Louisiana, Inc. under the SFI Loan Agreement (as defined in Schedule 3 hereof).
2. All liabilities and obligations of Entergy Louisiana, Inc. with respect to the St. Rosalie Plant Site Property (as defined in Schedule 3 hereof).
3. All liabilities and obligations of Entergy Louisiana, Inc. with respect to the Wilton Plant Site Property (as defined in Schedule 3 hereof).

EX-3

EXHIBIT A-7

ARTICLES OF ORGANIZATION
OF
ENTERGY LOUISIANA, LLC
 

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be: Entergy Louisiana, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Company shall have all powers which limited liability companies may have, and may carry on all businesses of any and every nature and kind which limited liability companies may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby;

(b) Any and all kinds of plants and systems for the manufacture of ice;

(c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Company, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer units of its own membership interests, provided the units of its own membership interests owned by the Company shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any members' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Organization or any amendment thereof or necessary or incidental to the protection and benefit of the Company.

Lack of capacity of the Company shall never be made the basis of any claim or defense at law or in equity.

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Leo P. Denault	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Mark T. Savoff	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Richard J. Smith	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

(a) Each member's and each Director's liability shall be limited as described in Article 4.03 of the Act.

(b) Each Director owes to the Company a duty of loyalty and a duty of due care. A Director shall not otherwise be liable as a fiduciary or trustee to the Company or any member. No Director shall be liable to the Company or its members for monetary damages for an act or omission occurring in the Director's capacity as a manager, except to the extent the laws of the State of Texas provide that a manager's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a Director shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Company existing at the time of such repeal or amendment.

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

__________________________________________

__________________________________________
Organizer

EX-3

EXHIBIT A-9

ARTICLES OF ORGANIZATION
OF
ENTERGY LOUISIANA PROPERTIES, LLC
 

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be: Entergy Louisiana Properties, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Company shall have all powers which limited liability companies may have, and may carry on all businesses of any and every nature and kind which limited liability companies may carry on, under the Act., including, but not by way of limitation, the following business or businesses:

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable therefor;

To borrow money and contract debts when necessary for the transaction of the business of the Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Company, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer units of its own membership interests, provided the units of its own membership interests owned by the Company shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any members' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Organization or any amendment thereof or necessary or incidental to the protection and benefit of the Company.

Lack of capacity of the Company shall never be made the basis of any claim or defense at law or in equity.

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 300, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Carol L. St. Clair.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

NAME	ADDRESS
E. Renae Conley	4809 Jefferson Highway Jefferson, Louisiana 70121-3126
Leo P. Denault	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Mark T. Savoff	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125
Richard J. Smith	639 Loyola Avenue, 28th Floor New Orleans, Louisiana 70113-3125

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

(a) Each member's and each Director's liability shall be limited as described in Article 4.03 of the Act.

(b) Each Director owes to the Company a duty of loyalty and a duty of due care. A Director shall not otherwise be liable as a fiduciary or trustee to the Company or any member. No Director shall be liable to the Company or its members for monetary damages for an act or omission occurring in the Director's capacity as a manager, except to the extent the laws of the State of Texas provide that a manager's liability may not be eliminated or limited. Any repeal or amendment of this paragraph that increases the liability of a Director shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of the Company existing at the time of such repeal or amendment.

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

__________________________________________

__________________________________________
Organizer

EX-99

EXHIBIT D-1

BEFORE THE

LOUISIANA PUBLIC SERVICE COMMISSION

Ex Parte, In re: Application of Entergy Louisiana, Inc. )
For Authorization to Implement a Plan of Internal )
Restructuring that Would Result in the Conversion of )
its Form of Business Organization from a Corporation )
to a Limited Liability Company )     Docket No. S-_______

APPLICATION OF ENTERGY LOUISIANA, INC.

Pursuant to the Rules of Practice and Procedure of the Louisiana Public Service Commission ("LPSC" or the "Commission") and the Commission's General Order of March 18, 1994 ¹ and the related General Orders of June 7, 1968, and June 16, 1953, Entergy Louisiana, Inc. ("ELI" or the "Company") submits this Application requesting authorization to implement a plan of internal restructuring that would result in the conversion of its form of business organization from a corporation to a limited liability company. The restructuring is intended to reduce ELI's Louisiana corporate franchise tax by approximately $10 million, annually, thereby reducing the utility's revenue requirement. The restructuring will not impair the provision of safe, efficient, and reliable service at reasonable rates to ELI's retail customers (who will become customers of the utility) nor will it impair the effectiveness of the LPSC's ability or authority to regulate the rates and services to be provided by the newly restructured utility. Thus, the restructuring will have no adverse effect upon the LPSC-jurisdictional rates or service currently provided to ELI's customers. For these reasons, ELI respectfully submits that its proposed internal restructuring comports with the public interest, including the standards enumerated in the Commission's March 18, 1994 General Order, and ELI requests the Commission to authorize ELI to proceed with the restructuring. Accompanying this Application as Exhibit 1 is an affidavit of Bruce M. Louiselle, which affidavit provides further detail and support for the matters set forth in this Application.

Overview

1.

ELI is a Louisiana corporation duly authorized and qualified to do and doing business in the State of Louisiana, created and organized for the purposes, among others, of manufacturing, generating, transmitting, distributing, and selling electricity for power, lighting, heating and other such uses, and is engaged in the business thereof in forty-six (46) of the sixty-four (64) parishes of the State of Louisiana. ELI provides retail and wholesale electric service to approximately 662,000 customers. ELI owns a transmission system comprised of approximately 2,700 miles of transmission lines and associated facilities by which it provides transmission service pursuant to the open access transmission tariff maintained by Entergy Services, Inc. on file with Federal Energy Regulatory Commission ("FERC"). A map of the ELI system is provided as Exhibit 2.

2.

ELI is one of five electric utility operating companies owned by Entergy Corporation ("Entergy"), a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended. The other Entergy Operating Companies are Entergy Gulf States, Inc., Entergy Arkansas, Inc., Entergy New Orleans, Inc., and Entergy Mississippi, Inc. Entergy Services, Inc. ("ESI") is an affiliated service company of ELI and provides certain services at cost to ELI and the other Entergy Operating Companies. Other than as explained below regarding ELI's ownership interest in System Fuels, Inc., none of ELI's affiliates are involved in the proposed restructuring.

3.

Pursuant to La. Rev. Stat. Section 47.601A, ELI currently is obligated to pay corporate franchise taxes to the State of Louisiana. These taxes impose a substantial financial obligation on ELI and its customers. For example, ELI's 2005 Louisiana corporate franchise tax liability is $10.3 million. Louisiana law requires every Louisiana corporation (and every non-Louisiana corporation that qualifies to do business in Louisiana or is doing business in Louisiana) to pay this tax. However, Louisiana law does not subject limited liability companies to this tax.

4.

In LPSC Docket No. U-20925 (RRF 2004), the Commission Staff recommended that ELI undertake to review the feasibility of restructuring its business form into a limited liability company in order to eliminate ELI's obligation to pay corporate franchise taxes. The Company agreed to this recommendation and agreed further to provide interim reports regarding the status of its restructuring efforts. This proposed restructuring implements the Staff's recommendation in Docket No. U-20925 (RRF 2004). Further, as set forth in the Formula Rate Plan recently approved by the Commission for ELI in Order No. U-20925 (RRF 2004),² upon the approval of the proposed restructuring, the resulting decrease in ELI's jurisdictional revenue requirement (which consists of the anticipated corporate franchise tax savings less the costs associated with this restructuring that are paid to third parties and those internal costs billed to the restructuring project, amortized over an appropriate period of ti me) shall be reflected fully through the FRP outside of the FRP sharing mechanism.

5.

Under the proposed restructuring, through a multi-step process, the utility operations of ELI will be transferred to a limited liability company, "Entergy Louisiana, LLC" or "ELL." As described in further detail below, ELL will be a limited liability company organized under the laws of the State of Texas. ELL will assume all of the regulated utility obligations of ELI and substantially all of the property and other assets of ELI, including all assets used to provide retail and wholesale electric service to ELI's customers. ELL's retail utility operations will remain subject to the jurisdiction of the LPSC to the same extent that the LPSC currently possesses jurisdiction over ELI's retail utility operations. As part of this restructuring effort, certain undeveloped real estate owned by ELI, as well as ELI's ownership interest in System Fuels, Inc. ("SFI")³ and in a long-term note receivable from SFI, and a sufficient level of working capital, wil l be transferred to Entergy Louisiana Properties, LLC ("ELP"), another Texas limited liability company.⁴  Like ELL, ELP will be subject to the jurisdiction of the LPSC, and, for purposes of establishing the retail rtes of ELL, the Commission should consider the assets and liabilities of ELL and ELP on a consolidated basis.. All of the common membership interest of ELL and ELP will be owned by Entergy Louisiana, Inc., a Texas corporation, which will serve as an intermediate holding company primarily in order to ensure that the corporate franchise tax savings that are to be achieved by the conversion of ELI into a limited liability company will be realized and not simply transferred from ELI to Entergy Corporation. Attached as Exhibit 3 are organizational charts pre-and post-restructuring.

Description of the Proposed Restructuring

6.

ELI proposes to accomplish its restructuring in two steps. In the first step of the restructuring, ELI will change its place of incorporation from Louisiana to Texas. Section 164 of the Louisiana Business Corporation Law and Article 5.17 of the Texas Business Corporation Act ("TCBA") provide the basis to convert a Louisiana corporation to a Texas corporation. Under these statutes, ELI will adopt a Plan of Conversion under which ELI will continue its existence as a Texas corporation under the name of Entergy Louisiana, Inc. (referred to herein as "ELI Holdings"). All of the common and preferred stock of ELI will continue to be outstanding common and preferred stock of ELI Holdings and will continue to be owned by the same stockholders with the same ownership rights and interests as those stockholders had immediately before the conversion.⁵  All ownership and other rights in real estate and other property of ELI will continue to be owned by ELI Holdin gs without further act or deed and without any transfer or assignment, but subject to existing liens. All liabilities and obligations of ELI will continue to be liabilities and obligations of ELI Holdings. A copy of the Plan of Conversion is attached hereto as Exhibit 4.

7.

In the second step of the restructuring, ELI Holdings will enter into a Plan of Merger under Article 5.01 of the Texas Business Corporation Act, under which ELI Holdings will continue to exist, and two new Texas limited liability companies, ELL and ELP, will be created as direct subsidiaries of ELI Holdings. A copy of the Plan of Merger is attached hereto as Exhibit 5. Following the merger, the common and preferred stock of ELI Holdings will continue to be outstanding and owned by the parties who owned the stock immediately prior to the merger. In addition, 146,970,607 units of Common Membership Interests ("Common Units") of ELL will be issued and allocated to ELI Holdings, and 100 units of Common Membership Interest of ELP will be issued and allocated to ELI Holdings.⁶ These membership interests will represent all the issued and outstanding Common Membership Interests of ELL and ELP.

8.

Substantially all of the real estate and other property owned, leased, and claimed by ELI Holdings immediately prior to the merger will be allocated to and vested in ELL. However, ELI Holdings will transfer to ELP two tracts of undeveloped real estate, known as the St. Rosalie and Wilton Plant sites, ELI's ownership interest in the equity and a long-term note receivable from System Fuel, Inc., an affiliated fuel procurement company, and working capital in an amount sufficient to fund the day-to-day business operations of ELP ( the "ELP Assets").⁷ The allocation of property under the Texas merger statute to ELL is intended to be tax free under I.R.C. Section 351. The allocation to ELP also will be tax free, because ELP will be a disregarded entity for federal income tax purposes. All liabilities and obligations of ELI Holdings immediately prior to the merger will be allocated to ELL, except liabilities and obligations relating to the ELP Assets, which liabilities and obligations will be allocated to ELP. ELI Holdings will remain obligated for those liabilities and obligations allocated to ELL and ELP at the time of the merger, but not for any obligation or liability incurred by ELL or ELP after the merger. ELI Holdings also will retain an amount of working capital sufficient to meet its business needs. ELL will succeed to and assume all of ELI's jurisdictional tariffs, rate schedules, and service agreements, and provide electric service to ELI's customers without interruption.⁸ ELL will succeed to and assume all of ELI's rights and obligations under all other agreements that are jurisdictional to the LPSC, the Federal Energ y Regulatory Commission, the Council of the City of New Orleans, and all other local, state, and federal regulatory agencies. ELL also will assume all of ELI's rights and obligations under all purchase power agreements pursuant to which ELI currently is purchasing capacity and/or energy.

9.

At the time of the restructuring, ELL will issue for sale to unaffiliated third parties Cumulative Preferred Interests ("Preferred Interests").⁹ It is anticipated that holders of the Preferred Interests will be eligible to vote, together with the holders of the Common Units, on the election of directors and other matters requiring approval of the members of ELL. As the sole holder of the Common Units, ELI Holdings will have no less than 75% of the combined voting power of the Common Units and, if applicable, the Preferred Interests, and so will have sufficient voting power to elect all directors of ELL and ELP. In addition, as is customary with preferred stock, the holders of the Preferred Interests will be entitled to vote as a class on matters that may adversely affect their interests, such as changes in the terms of their Preferred Interests, certain mergers and similar matters.

10.

Following completion of the restructuring, ELL and ELP will be managed under the authority of managers, each of whom will be called a "Director." Directors will act by majority vote cast either at a meeting or in writing without a meeting. Directors will elect a president (who will be the chief executive officer), treasurer, secretary, and other officers of ELL and ELP. Attached hereto as Exhibit 6 is list of the persons that will serve initially as directors and officers of ELI Holdings, ELL, and ELP. As reflected by this list, ELI's current officers will serve as officers of ELL and ELP in those same capacities.

11.

The restructuring of ELI's utility operations into the limited liability company structure is intended to lessen ELI's corporate franchise tax burden. In Louisiana, limited liability companies, not being corporations, are not subject to the Louisiana corporate franchise tax. Upon completion of the merger, ELL and ELP will be limited liability companies and will not be subject to the Louisiana corporate franchise tax. Absent the restructuring, ELI's 2006 Louisiana corporate franchise tax liability is estimated to be approximately $10.6 million. As set forth in the Formula Rate Plan recently approved by the Commission for ELI in Order No. U-20925 RRF 2004,¹⁰ upon the consummation of the restructuring following all required regulatory approvals, including approval of the proposed restructuring by this Commission, the resulting decrease in ELI's jurisdictional revenue requirement (which consists of the anticipated corporate franchise tax savings less the costs associated with th is restructuring that are paid to third parties and those internal costs billed to the restructuring project, amortized over an appropriate period of time) shall be reflected fully through the FRP outside of the FRP sharing mechanism.

12.

The state income tax liabilities of ELL and ELP are not expected to be adversely affected by the proposed restructuring. Louisiana follows the federal income tax treatment of limited liability companies, which for ELL and ELP would result in approximately the same Louisiana income tax as would have been paid by ELI. The restructuring itself is tax-free and is not expected to generate either federal or Louisiana income tax liability.

The Proposed Restructuring is Consistent with the Public Interest

13.

The proposed restructuring meets the standards specified in the Commission's General Orders. In reviewing transactions under the 1994 General Order, the Commission considers certain enumerated factors, all of which (to the extent that they apply to a particular transaction) are designed to determine whether the proposed transaction is consistent with the public interest. The public interest test is the overarching standard required by the 1994 General Order.¹¹  As explained below, the proposed restructuring will have no adverse effect on rates, and is, in fact, expected to reduce the Louisiana corporate franchise tax liability currently imposed on ELI, thus reducing the jurisdictional revenue requirement used to set rates for ELI's customers. The proposed restructuring also will in no way impair the ability or authority of the LPSC to regulate the rates and services rendered by ELL to its customers; indeed, the LPSC will maintain the same jurisdiction over the rates and services to be provided by ELL that the LPSC possesses today to regulate the rates and services provided by ELI. Accordingly, the proposed restructuring warrants the Commission's prompt approval as being consistent with the public interest. A specific consideration of the applicable factors set forth in the Commission's 1994 General Order follows.

14.

ELI's proposed restructuring will have no adverse effect on retail rates; indeed, the restructuring is intended to lower the current tax obligation of the regulated utility, which will benefit ELI's customers by lowering ELI's revenue requirement. ELL will succeed to ELI's FERC-jurisdictional tariffs, rate schedules, and service agreements, and none of ELI's customers will be affected adversely by the restructuring. The tax-related savings from the proposed restructuring will have a positive effect on ELL's revenue requirement and, therefore, its future rates. The proposed restructuring will maintain or enhance the financial condition of ELL by reducing its Louisiana corporate franchise tax liability.

15.

ELI's proposed restructuring will not effect a substantive change in control over ELI or its jurisdictional facilities. As restructured, ELL will be an indirect subsidiary of Entergy. The restructuring of ELI into ELL under Entergy's ultimate control will cause no meaningful change in control over ELI or its jurisdictional facilities.

16.

The proposed restructuring will be fully transparent to the LPSC. The restructuring will not affect the ability of a retail regulator, including the LPSC, or federal regulators, to exercise their authority and power to regulate ELL's utility operations. ELL will remain subject to LPSC and federal regulatory jurisdiction in the same manner as ELI currently is subject to LPSC and federal regulatory jurisdiction. The rates charged by ELI to residential customers located in Algiers, Louisiana will continue to be subject to the jurisdiction of the City Council of New Orleans. The jurisdictional service obligations and day-to-day utility operations currently undertaken by ELI will not be affected by the restructuring. Similarly, the LPSC will retain its jurisdiction over the assets owned by ELP, and the LPSC should, for purposes of establishing the retail rates of ELL, consider the assets and liabilities of ELP and ELL on a consolidated basis in any future determination of ELL's rates. The quality of service currently provided by ELI to its customers will not be affected by the restructuring.

17.

The proposed restructuring will not harm competition because it will not change the amount of generation owned or controlled by ELI or its affiliates nor does the restructuring enhance the ability or incentive of ELI, ELL, or any of their pre- or post- restructuring affiliates to affect prices or outputs in the downstream electricity markets or to discourage entry by new generators. There will be no change in the relative ownership or control of generation, transmission assets, or other inputs that could be used as barriers to entry or to affect price. In substance and function, ELL and ELP will represent the same business entity as ELI, and ELL and ELP will own or control exactly the same generation, transmission, and other assets after the reorganization as ELI did before the restructuring. The restructuring will produce no change in market concentration and, by definition, cannot have an adverse effect on competition.

18.

The restructuring will maintain the quality of ELI's management because those persons currently responsible for managing ELI will not change as a result of the restructuring. ELL and ELP will maintain the same officers, in the same positions in which those persons currently serve ELI.¹²

19.

The proposed restructuring will be fair and reasonable to ELI's employees, as it will not affect the terms and conditions of their employment. The proposed restructuring also will be fair to the shareholders of ELI. Entergy owns all of the common shares of ELI and, after the restructuring, will control all of the Common Interests of ELL and ELP through Entergy's ownership of common shares of ELI Holdings, the intermediate holding company that directly will own the Common Interests of ELL and ELP. The issuance of the voting preferred stock of ELL will not adversely affect ELI Holdings' or Entergy's shareholders.

20.

The restructuring will preserve the jurisdiction of the Commission and its ability to regulate effectively and to audit the Louisiana operations of ELL and ELP. The restructuring will promote the economic efficiency of ELL and its consequent financial ability to operate, maintain and upgrade its electric system, make any repairs and/or improvements to its electric utility system that are appropriate, and comply with all health, safety, and permitting requirements of its electric utility system.

Communications

21.

ELI requests that notices, correspondence, and other communications concerning this Application be directed to the following persons:

T. Michael Twomey
4809 Jefferson Hwy., L-JEF-357
Jefferson, Louisiana, 70121
(504) 840-2657
(504) 840-2681
ttwomey@entergy.com J. Wayne Anderson
639 Loyola Avenue, L-ENT-26E
New Orleans, Louisiana, 70113
(504) 576-4377
(504) 576-5579
jander1@entergy.com

ELI requests that the foregoing persons be placed on the official service list for this proceeding and respectfully requests that the Commission permit the designation of more than one person to be placed on the Official Service List for service in this proceeding.

Other Regulatory Approvals

22.

In addition to approval from this Commission, ELI's proposed restructuring will require the approval of the Securities and Exchange Commission, the Federal Energy Regulatory Commission, and the Nuclear Regulatory Commission, and notice to the Council of the City of New Orleans. No other licenses, orders, or approvals from any other regulatory body is required. ELI will provide to the LPSC Staff a copy of each of these filings when they are made with the applicable regulatory agency.

Need for Prompt Disposition

23.

In order to ensure that customers receive the benefit of the proposed restructuring promptly, ELI requests that the Commission act upon this Application at its earliest opportunity so as to allow the restructuring to be accomplished by December 31, 2005, bearing in mind that the restructuring, once approved, will take time to complete. If the proposed restructuring is not completed prior to the assessment of 2006 Louisiana corporate franchise taxes on December 31, 2005, customers will not receive the benefit of the anticipated corporate franchise tax savings for the year 2006. Because of the need for expedited relief, ELI also respectfully requests that this matter be assigned to a Hearing Examiner pursuant to Rule 27 of the Commission's Rules of Practice and Procedure.

WHEREFORE, for the foregoing reasons, Entergy Louisiana, Inc. respectfully requests that the Commission grant this Application and approve its proposed restructuring; that such approval be given by the Commission at its earliest opportunity in order to ensure that ELI can complete the restructuring before corporate franchise taxes for 2006 are assessed; and, for all general and equitable relief that the law may permit.

                                                                                                    Respectfully submitted,

                                                                                                    /s/ Karen H. Freese                                     
                                                                                                    J. Wayne Anderson, Esq., Bar No. 2466
                                                                                                    Karen H. Freese, Esq., Bar No. 19616
                                                                                                    Timothy S. Cragin, Esq., Bar No. 22313
                                                                                                    Mail Unit L-ENT-26E
                                                                                                    639 Loyola Avenue
                                                                                                    New Orleans, Louisiana 70113
                                                                                                    Telephone: (504) 576-4170 (voice)
                                                                                                    (504) 576-5579 (facsimile)

                                                                                                    ATTORNEYS FOR
                                                                                                    ENTERGY LOUISIANA, INC.

_______________________

           ¹        General Order, In re: Commission Approval Required of Sales, Leases, Mergers, Consolidations, Stock Transfers, and All Other Changes of Ownership or Control of Public Utilities Subject to Commission Jurisdiction, dated March 18, 1994.

            ²        Order No. U-20925 RRF 2004, In re: Application of Entergy Louisiana, Inc. for a Change in its Rates and Charges so that those Rates and Charges Will be Sufficient to Permit the Company to Recover All of its Costs, and to Provide the Company with a Reasonable Opportunity to Earn an Increased Rate of Return on its Rate Base that is Just and Reasonable and that Reflects Accurately the Company's Cost of Capital, dated May 25, 2005.

           ³       SFI provides fuel procurement services to ELI, Entergy Arkansas, Inc., Entergy Mississippi, Inc. and Entergy New Orleans, Inc.

           ⁴        ELP is the name currently being used to refer to the limited liability company that will be ELL's sister limited liability company. The official name of that entity ultimately might not be "Entergy Louisiana Properties, LLC," although the business function and purpose of the company will not differ materially from what is set forth in this Application.

           ⁵        ELI currently has outstanding 146,970,607 shares of Common Stock, without par value, all of which are held by Entergy. ELI's outstanding Preferred Stock consists of (i) 635,000 shares of Preferred Stock, with a par value of $100 per share, issued in eight series and (ii) 1,480,000 shares of Preferred Stock, with a par value of $25 per share. The Preferred Stock is held by unaffiliated third parties. A portion of this preferred stock may be redeemed prior to the proposed restructuring, with the remainder anticipated to be redeemed within three to six months following implementation of the proposed restructuring.

           ⁶       The rights of ELI Holdings as sole owner of the Common Membership Interests of ELL and ELP will be similar to the rights ELI Holdings would have as the owner of common stock of a business corporation.

        ⁷       Following the restructuring, SFI will continue to provide fuel procurement services to ELL and other Entergy Operating Companies on the same basis as such services currently are provided. The obligations associated with these services will be allocated to and assumed by ELL in its capacity as a customer of SFI.

        ⁸        Entergy Services, Inc. ("ESI") will provide to ELL the same type of corporate, administrative, professional, technical and other support services that it currently provides to ELI. As noted previously, SFI will continue to provide fossil and nuclear fuel procurement services for ELL's oil- and gas-fired electric generating stations and for the Waterford Steam Electric Station, Unit 3 ("Waterford 3"). Entergy Operations Inc. ("EOI") will continue to provide operations and management services for Waterford 3 nuclear power plant, and Entergy will continue to guarantee the performance of EOI's obligations under the related operating agreement. As ELI does today, ELL will provide certain related support services to EOI and will provide technical and other support services to Entergy Enterprises, Inc. ("EEI") and certain other Energy non-utility subsidiaries.

          ⁹        The holders of these preferred interests will have a preference over holders of common interests in dividends and liquidation like the holders of the preferred stock of ELI.

         ¹⁰        For the text of the Formula Rate Plan approved by the Commission, see Exhibit 4 to Order No. U-20925 RRF 2004.

        ¹¹       The June 7, 1968 and the June 16, 1953 General Orders do not set forth a particular standard by which a proposed restructuring should be judged.

        ¹²        The officers of ELL and ELP may change from time to time in the normal course of business, but there will be no changes in the positions held by ELI's current officers in ELL and ELP as a result of the restructuring itself.

EX-99

EXHIBIT H

FORM OF NOTICE

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-____________)

Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")

________________ __, 2005

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments is/are available for public inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by August ___ , 2005 to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After August ___, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Entergy Corporation, et al. (70- )

Entergy Corporation ("Entergy"), a Delaware corporation which is a registered holding company under the Act, and its wholly owned subsidiaries, Entergy Louisiana, Inc. ("ELI"), a Louisiana corporation, and Entergy Services, Inc. ("ESI"), a Delaware corporation (collectively, "Applicants") have filed an application-declaration under Sections 6, 7, 9, 10, 11, 12(b), 12(c), 12(d) and 13, and rules 42 through 46, 87, 90 and 91 under the Act.

Applicants request authorization for ELI to restructure itself by first converting to a Texas corporation ("Holdings") and then, by effecting a merger, pursuant to Article 5.01 of the Texas Business Corporation Act (the "Merger"), resulting in the formation of two Texas limited liability company subsidiary companies, which will collectively succeed to all of Holdings' property and assets, and associated liabilities. The first limited liability company subsidiary of Holdings, to be known as "Entergy Louisiana, LLC" ("ELL"), at the time of the Merger will become a public utility company, succeed to all of ELI's utility operations, and be allocated substantially all of the Holdings' assets and other properties (including all of the utility assets), as well as assume substantially all of the obligations of Holdings in effect prior to the Merger (including all debt securities and leases). The second limited liability company subsidiary of Holdings, to be known as Entergy Louisiana Propert ies, LLC ("ELP"), at the time of the Merger will be allocated (i) certain undeveloped real property of the ELI, known as the St. Rosalie and Wilton Plant Sites (collectively, the "Plant Sites"), (ii) ELI's  33% equity interest in System Fuels, Inc. ("SFI"), Entergy's fuel procurement subsidiary (the "SFI Ownership Interest"), and $14,223,000 in SFI notes receivable (the "SFI Notes Receivable"), and (iii) working capital in an amount sufficient to fund the day-to-day business operations of ELP (collectively, the "ELP Assets"), and assume any obligations/liabilities relating to the ELP Assets. Following the Merger, all of the Common Stock and Preferred Stock of Holdings will continue to be outstanding and will continue to be owned by the persons who owned such securities immediately prior to the Merger.¹ Also, (i) 146,970,607 units of Common Membership Interests of ELL ("ELL Common Units") , representing all of the issued and outstanding Common Membership Units of ELL, and (ii) 100 units of Common Membership Interests of ELP ("ELP Common Units"), representing all of the issued and outstanding Common Membership Units of ELP, will be issued and allocated to Holdings. Holdings will become an intermediate holding company and, following the Merger, will register as holding company under the Act.

Applicants state that Holdings will have continuing liability for those liabilities and obligations allocated to ELL and ELP at the time of the Merger as provided by law, but not for any obligation or liability incurred by ELL or ELP after the Merger.² Holdings also will retain an amount of working capital sufficient to meet its business needs. ELL will succeed to and assume all of ELI's jurisdictional tariffs, rate schedules, and service agreements, as well as all of ELI's franchises, and will provide electric service to ELI's customers without interruption. Applicants also propose that ELL, as successor to substantially all of ELI's assets and liabilities, also be the successor to ELI with respect to the commitments and authorizations set forth in the various Commission orders, and underlying applications, including those relating to such matters as the conduct of ELI's utility business or the sale of utility assets, ELI's transactions with associate c ompanies and its financing transactions (except to the extent otherwise provided herein).³

Applicants explain that, pursuant to Louisiana Revised Statutes Section 47.601A, ELI is obligated to pay corporation franchise taxes in the State of Louisiana. These taxes impose a substantial financial obligation on ELI and its ratepayers. For example, ELI's 2005 Louisiana franchise tax liability was $10.3 million. Louisiana law requires every Louisiana corporation (and every non-Louisiana corporation that qualifies to do business in Louisiana or is doing business in Louisiana) to pay this tax. However, Louisiana law does not subject limited liability companies to this tax. For this reason, in Docket No. U-20925 (RRF 2004) of the Louisiana Public Service Commission (the "LPSC"), the LPSC staff recommended that ELI review the feasibility of restructuring its business form into a limited liability company in order to eliminate ELI's obligation to pay franchise taxes and ELI agreed to this recommendation. Accordingly, the proposed restructuring will implement the LPSC staff re commendation in Docket No. U-20925. Upon the approval of the proposed restructuring, the resulting decrease in ELI's jurisdictional revenue requirement (which consists of the anticipated franchise tax savings less the costs associated with the restructuring, amortized over an appropriate period of time) will be fully reflected in ELI's rates.

Applicants propose that Holdings serve as the parent of ELL, since Entergy would itself be exposed to Louisiana franchise tax liability in the event that ELL was to become a direct Entergy subsidiary. It is also proposed that ELP be formed to hold the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable, since (i)  Holdings cannot retain any real property or other physical assets without also becoming subject to Louisiana franchise tax liability, and (ii) Holdings would become subject to the jurisdiction of the LPSC if it retains the SFI Ownership Interest and SFI Notes Receivable which currently are assets of ELI in rate base.

In connection with the proposed restructuring, Applicants also seek authority for certain related transactions, including (i) authorization for Holdings, ELP and ELL to engage in various financing transactions, (ii) authorization for ESI to provide services to Holdings and ELP,⁴ and (3) authorization for ELP to pay dividends out of capital to Holdings, its immediate parent company.

I.     Proposed Financing Transactions.

        A.     Holdings Financing Transactions.

Applicants state that, as a result of the Merger, Holdings will become a holding company under the Act and will register under Section 5. Applicants propose that, subsequent to the Merger, no outside party have an interest in Holdings and that Holdings have no outside security holders, lenders or customers (except as provided above with respect to Holdings' continuing liability as to securities issued or other obligations incurred and outstanding prior to the Merger). To effect this intent, within one year of the Merger effective date, Holdings will redeem or repurchase and retire the Preferred Stock previously issued by ELI, which will remain outstanding after the effective date of the Plans of Conversion and Merger. After the Preferred Stock has been redeemed, Holdings will amend its Articles of Incorporation to eliminate authority to issue Preferred Stock. Additionally, since the Plan of Merger provides that all outstanding short or long-term debt of ELI will be allocated to ELL, an d ELL will succeed to all of ELI's utility operations, Holdings will have no external debt holders or customers (except with respect to Holdings' continuing liability as to debt securities or customer obligations, which are outstanding prior to the Merger). Also, Entergy will continue to hold all of the outstanding Common Stock of Holdings. Applicants further propose that, upon the effective date of the Merger, ELI's existing December 29, 2003 financing order (the "Finance Order")⁵ be terminated and that Holdings be authorized to participate in the Money Pool as a lender only, to the extent that it may, from time to time, have surplus funds.⁶ Inasmuch as Holdings is to be capitalized exclusively with equity and/or debt provided by Entergy, Applicants request authorization for Holdings to issue and sell equity or debt securities to Entergy from time to time through December 31, 2008 (the "Authorization Period"), up to an aggregate amount of $500 million. Any debt securities issued to Entergy pursuant to this authorization will be designed to parallel Entergy's effective cost of capital and will have maturities not exceeding 50 years. Applicants state that Entergy also may elect to make capital contributions or non-interest bearing open account advances to Holdings pursuant to Rule 45. In no event will Holdings borrow from Entergy for the purpose of making loans to associate companies under the Money Pool.

    B.     ELP Participation in Money Pool.

As a result of the Merger, ELP will be formed to own the Plant Sites, the SFI Ownership Interest and the SFI Notes Receivable. Since ELP will not be engaging in any other business operations and is not expected to have any on-going obligations/liabilities other than the payment of taxes, any expenses relating to its ownership of the Plant Sites and routine expenses associated with record-keeping and corporate maintenance requirements, Applicants anticipate that ELP will have minimal financing needs. To satisfy these financing needs, Applicants request authorization for ELP to participate in the Money Pool as a borrower (as well as a lender), through the November 30, 2007 expiration date of the Money Pool Order, on the same basis as the other participating companies. Applicants state that the aggregate principal amount of ELP's borrowings at any one time outstanding through the Money Pool will not exceed $50 million.⁷ Any loans by ELP to other participan ts through the Money Pool will be made from ELP's available funds. ELP will not borrow funds for the purpose of making loans to associate companies through the Money Pool.

    C.     ELL Financing Transactions.

Applicants state that since ELL will be the successor to ELI's electric utility business, it will require authorization to issue debt and equity securities to provide financing to satisfy its working capital needs and for other general corporate purposes. Therefore, Applicants request authorization for ELL, from time to time through the Authorization Period, to enter into the following financing transactions:⁸

1. to issue and sell units of preferred membership interests ("Preferred Units") and, directly or indirectly, through one or more financing subsidiaries (as described in (vi) below), other forms of preferred or equity-linked securities ("Equity Interests"), up to a combined aggregate amount of $200 million;
2. to issue and sell from time to time first mortgage bonds ("First Mortgage Bonds") and unsecured long-term indebtedness ("Long-term Debt"), in all such cases having maturities of up to 50 years in a combined aggregate amount of up to $700 million;
3. in connection with the issuance of Equity Interests, to issue Notes (as defined below) to the extent of the related issuance of Equity Interests and Equity Contribution (as defined below);
4. to enter into arrangements for the issuance and sale from time to time of tax-exempt bonds ("Tax-exempt Bonds"), in an aggregate principal amount of up to $420 million, for the financing or refinancing of certain pollution control facilities and/or solid waste disposal facilities; and, in connection with the issuance and sale of such Tax-exempt Bonds, to issue and pledge collateral bonds (first mortgage bonds issued as collateral security for such tax-exempt bonds) ("Collateral Bonds") in an aggregate principal amount of up to $470 million (such $470 million is not included in the $700 million referenced in (ii) above); and
5. to acquire the equity securities of one or more Financing Subsidiaries (as defined below) and/or Special Purposes Subsidiaries (as defined below) and/or Partner Subs (as defined below), organized solely to facilitate financing, as discussed below; to guarantee the securities issued by such Financing Subsidiaries and/or Special Purpose Subsidiaries, to the extent not exempt pursuant to Rule 45(b) and Rule 52; and to have the Financing Subsidiaries and/or Special Purposes Subsidiaries pay ELL, either directly or indirectly, dividends out of capital.

Entergy contemplates that the Preferred Units, Equity Interests, First Mortgage Bonds, Long-term Debt, and Tax-exempt Bonds (including Collateral Bonds, if any) would be issued and sold directly to one or more purchasers in negotiated transactions, or to one or more investment banking or underwriting firms or other entities who would resell such securities without registration under the Securities Act of 1933 (the "Securities Act") in reliance upon one or more applicable exemptions from registration thereunder, or to the public in transactions registered under the Securities Act either (i) through underwriters selected by negotiation or competitive bidding or (ii) through selling agents, acting either as agent or as principal, for resale to the public either directly or through dealers.

Applicants propose that ELL issue and sell Preferred Units, as authorized by its proposed Regulations.⁹ Applicants anticipate that holders of the Preferred Units will be eligible to vote, together with the holders of the ELL Common Units, for the election of Directors and on other matters requiring approval of the members of ELL.¹⁰ As the sole holder of the ELL Common Units, Holdings will have no less than 75% of the combined voting power of the ELL Common Units and, if applicable, the Preferred Units, and so will have sufficient voting power to elect all Directors of ELL. In addition, as is customary with preferred stock, the holders of the Preferred Interests will be entitled to vote as a class on matters that may adversely affect their interests, such as changes in the terms of their Preferred Units, certain mergers and similar matters. In addition to Preferred Units, it is proposed that ELL have the flexibility to issue Equity Interests, directly or indirectly through one or more special purpose finance subsidiaries (including, specifically trust preferred securities), as described below.

Preferred Units or Equity Interests may be issued in one or more series with such rights, preferences and priorities, including those relating to redemption, as may be designed in the instrument creating such series, as determined by ELL's directors or an officer authorized thereby. Preferred Units or Equity Interests may be redeemable or may be perpetual in duration. Distributions on Preferred Units or Equity Interests, each of which may be issued at fixed or floating dividend or distribution rates, will be made periodically and to the extent that funds are legally available for such purpose, but may be made subject to terms which allow the user to defer dividend or distribution payments for specified periods.

All First Mortgage Bonds will have maturities ranging between one and fifty years. First Mortgage Bonds may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount. They may be entitled to mandatory or optional sinking fund provisions and may be issued at fixed or floating rates of interests. First Mortgage Bonds may provide for reset of the coupon in accordance with a remarketing arrangement and may be called from existing investors by a third party. Additionally, they may be backed by a bond insurance policy.

Long-term Debt may be convertible into any other securities of ELL (except ELL Common Units), and will have a maturity ranging between one and fifty years. These securities may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount. Long-term Debt may be entitled to mandatory or optional sinking fund provisions, and may provide for reset of the coupon pursuant to a remarketing arrangement. Additionally, Long-term Debt may be issued at fixed or floating rates of interest, and may be called from existing investors by a third party. The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, of Long-term Debt, as well as any associated placement, underwriting or selling agent fees, commissions, and discounts, if any, would be established by negotiation or competitive bidding.

Applicants also request authority through the Authorization Period for ELL to enter into arrangements ("Arrangements") with one or more government authorities (each, "Issuer") to issue and sell on behalf of ELI up to an aggregate amount of $420 million of tax exempt bonds ("Tax-Exempt Bonds") under one or more trust indentures (collectively, "Indentures") between the Issuer(s) and one or more trustees.¹¹ Under the Arrangements, ELL would be obligated to make payments sufficient to provide for payment by the Issuer(s) of the principal or redemption price of, premium (if any) and interest on, and other amounts owing with respect to the Tax-Exempt Bonds, together with related expenses. Proceeds from the sale of the Tax-Exempt Bonds would be applied to financing, or refinancing existing tax-exempt bonds issued for the purpose of financing, certain ELL pollution control facilities and/or sewage or solid waste disposal facilities ("Facilities").

Under the Arrangements, ELL may be required to issue and pledge first mortgage bonds ("Collateral Bonds") as collateral for the Tax-Exempt Bonds. Correspondingly, Applicants request authority through the Authorization Period to issue and sell up to an aggregate amount of $470 million of Collateral Bonds.¹²  Under the terms of the Facilities Agreement, the Issuer(s) may purchase from Entergy Louisiana the subject Facilities, and ELL would then repurchase the Facilities from the Issuer(s). Correspondingly, Applicants requests authority through the Authorization Period for ELL to sell the Facilities, which are utility assets.

Each series of Tax-Exempt Bonds would have a maturity ranging from one to forty years. Additionally, Tax-Exempt Bonds may: (1) be subject to optional and/or mandatory redemption at par or at premiums above the principal amount; (2) be subject to mandatory or optional sinking fund provisions; (e) provide for reset of the coupon in accordance with a remarketing arrangement; (4) be issued at fixed or floating rates of interest; (5) be called from existing investors by a third party; (6) be backed by a municipal bond insurance policy; (7) be supported by credit support such as a bank letter of credit and reimbursement agreement; and (8) may be supported by a subordinated lien on the Facilities related to the Tax-Exempt Bonds. The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to Tax-Exempt Bonds of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding.

Applicants state that dividends/distributions and interest rates on the equity or debt securities proposed to be issued by ELL, pursuant to the authorization requested herein, will be subject to the following limits: The dividend or distribution rate on any series of Preferred Units and Equity Interests or the interest rate on First Mortgage Bonds, Long-term Debt, Tax-exempt Bonds (including Collateral Bonds, if any) will not exceed, at the time of issuance, a rate that is consistent with similar securities of comparable credit quality and maturities issued by other companies, but in no event will (i) the dividend/distribution rate (in the case of any such equity securities issued at a fixed rate) exceed 500 basis points over the yield to maturity of a U.S. Treasury Security having a remaining term comparable to the term of such series, (ii) the interest rate (in the case of any such debt securities issued at a fixed rate) exceed 500 basis points (or 400 basis points with respect to Tax-e xempt Bonds and any related Collateral Bonds) over U.S. Treasury Securities having a remaining term comparable to the term of such securities, or (iii) the dividend/distribution or interest rate exceed 500 basis points over LIBOR (or 400 basis points over LIBOR with respect to Tax-exempt Bonds or any related Collateral Bonds) for the relevant dividend/distribution or interest rate period in the case of any such equity or debt securities issued at a floating rate.

Applicants further request authority for ELL to acquire during the Authorization Period all of the outstanding ownership interests of special purpose subsidiaries ("Special Purpose Subsidiaries"), through which ELL would issue and sell Equity Interests. ELL would hold the ownership interests of a Special Purpose Subsidiary directly or indirectly. Special Purpose Subsidiaries may be organized in any of the following corporate forms: a limited liability company; a limited partnership; a business trust; or any other domestic entity or structure considered advantageous by ELL.

Authorization is also requested for ELL to: (1) acquire financing subsidiaries ("Financing Subsidiaries"), which would hold ELL's ownership interests in Special Purpose Subsidiaries and, as discussed below, facilitate the issuance of Equity Interests, and (2) acquire directly, or through a Financing Subsidiary, all of the ownership interests of one or more other special purpose subsidiaries organized to hold certain types of ownership interests in Special Purpose Subsidiaries ("Partner Subs"). Partner Subs would be created to hold: (1) membership interests of a Special Purpose Subsidiary where applicable State law requires that a limited liability company have at least two members; and (2) general partnership and/or limited partnership interests in a Special Purpose Subsidiary to ensure that a Special Purpose Subsidiary has a limited partner as may be required under applicable State law.

ELL, a Financing Subsidiary, and/or a Partner Sub would acquire all of the ownership interests of a Special Purpose Subsidiary for an amount not less than the minimum required by applicable law.¹³ Applicants request authority for ELL to issue and sell Equity Interests either directly or through Special Purpose Subsidiaries.  ELL would finance any indirect issuance of Equity Interests by directly, or through a Financing Subsidiary, issuing and selling to a Special Purpose Subsidiary unsecured subordinated debentures, unsecured promissory notes or other unsecured debt instruments ("Notes") governed by an indenture or other document. In turn, that Special Purpose Subsidiary would use the Equity Contribution and proceeds from its sale of Equity Interests (collectively, "Proceeds") to purchase those Notes. Alternatively, ELL and/or a Financing Subsidiary would enter into a loan agreement or agreements with a Special Purpose Subsidiary under which th e Special Purpose Subsidiary would loan to ELL and/or a Financing Subsidiary the Proceeds from time to time, and ELL and/or the Financing Subsidiary would issue to the Special Purpose Subsidiary Notes in an amount equal to the Proceeds. The terms (e.g., interest rate, maturity, amortization, prepayment terms, default provisions, etc.) of all Notes would generally be designed to parallel the terms of the Equity Interests to which the Notes relate, and so the maximum principal amount of Notes issued would not exceed the Proceeds. Correspondingly, authorization is requested for ELL to issue and sell Notes directly and indirectly through a Financing Subsidiary to the Special Purpose Subsidiaries. Additionally, authorization is requested for the Financing Subsidiaries and/or Special Purpose Subsidiaries to transfer (directly or indirectly) the proceeds from sales of Equity Interests to ELL, resulting in the payment of dividends out of capital to ELL.

Solely in connection with the issuance of Equity Interests by a Special Purpose Subsidiary, Applicants request authority for ELL and the Financing Subsidiaries to guarantee: (1) payment of dividends or distributions on Equity Interests by the Special Purpose Subsidiary if and to the extent the Special Purpose Subsidiary has funds legally available; (2) payments to the holders of such securities due upon liquidation of the Special Purpose Subsidiary or redemption of the Equity Interests of the Special Purpose Subsidiary; and (3) certain additional amounts that may be payable in respect of such Equity Interests. In the alternative, authorization is requested for ELL to provide credit support for any guaranty that is provided by a Financing Subsidiary.

Applicants state that the proceeds to be received by Holdings, ELP and ELL from the financings authorized by the Commission, pursuant to the Application-Declaration, will be used for general corporate purposes, including (i) the financing of working capital requirements, (ii) financing, in part, investments by Holdings in ELP and ELL, and (iii) the repayment, redemption, refunding or purchase by ELL of its securities.

II.     Services and Related Transactions.

        A.     ESI Services to Holdings and ELP.

Applicants also propose that, pursuant to existing authorization for the provision of services by ESI to Entergy System Companies (see Holding Co. Act Release Nos. 14840 (March 28, 1963) and 15207 (March 23, 1965)), ESI provide corporate, administrative and other support services to Holdings and ELP. Such services will be provided on an "at cost" basis, in accordance with the requirements of Rules 87, 90 and 91, under the Act, and will be performed under service agreements substantially similar to the service agreements previously entered into by ESI with ELI, Entergy's other domestic retail electric utility companies and other regulated business units.

        B.     Services and Other Transactions By and
                Among ELL and Other System Companies.

Applicants state that, as successor to substantially all of ELI's assets, associated liabilities and utility operations, ELL will also be the successor to ELI/Holdings with respect to the Commission's orders relating the provision of services to and by ELL and the other Energy System companies.

Applicants, therefore, state that, pursuant to the existing Commission orders (and related agreements executed pursuant to such authorizations), (i) ESI will provide corporate, administrative, professional, technical and other support services to ELL, (ii) SFI will continue to provide fossil and nuclear fuel related procurement services for ELL's oil and gas fired electric generating stations and for the Waterford Steam Electric Station, Unit 3 ("Waterford 3"), and (iii) EOI will continue to provide operations and management services for Waterford 3, Entergy will continue to guarantee the performance of EOI's obligations under the related operating agreement, and ELL will provide certain related support services to EOI. All such services will be provided "at cost" in accordance with the requirements of Rules 87, 90 ad 91 and the applicable Commission orders. In addition, as the successor to ELI, ELL will provide technical and other support services to Entergy Enterprises, Inc. ("EEI ") and certain other Energy non-utility subsidiaries at "cost plus 5%". ELL will also succeed to ELI's existing SEC authorization under the Act with respect to any other agreements or transactions by, between or among ELI and other Energy System companies.¹⁴

III.     Dividends Out of Capital.

Applicants further state that, as a result of the proposed restructuring, substantially all of the assets of ELI will be allocated to ELL and the retained earnings of ELP will effectively be set to zero. ELP, therefore, may need to pay dividends to Holdings, its immediate parent company, out of capital. Accordingly, the Applicants request authorization for ELP to pay such dividends out of capital, to the extent not otherwise authorized under the Act.

The application-declaration and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing no later than August ___, 2005, to the Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and serve a copy on the applicants-declarants at the addresses specified above. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the application-declaration, as filed or as it may be amended, may be granted and/or permitted to become effective.

For the Commission, by the Office of Public Utility Regulation, pursuant to delegated authority.

[NAME OF SECRETARY]

[Secretary]

__________________________

1. Entergy, as the holder of all of the Common Stock of Holdings, will consent to the Merger. While the Articles of Incorporation of the Company (and of Holdings) provide/will provide that the holders of at least two-thirds of the outstanding shares of Preferred Stock must also be obtained in order to merge with another corporation or to sell or otherwise dispose of all or substantially all of the assets of the Company, such approval is not required in the event that the transaction is approved by the Commission under the Act. Therefore, assuming approval is granted by the Commission, the consent of the holders of the Company's Preferred Stock is not required to consummate the Merger.
    

2. Pursuant to the Plan of Merger, ELL or ELP, as applicable, will reimburse Holdings for any liabilities or defense related expenses that Holdings incurs with respect to the liabilities and obligations, which are allocated to such entity.
    

3. The following orders recognize and approve the continuation of existing Commission authorization to "successor" entities following a change of corporate form: E.ON AG et al., Holding Co. Act Release No. 27785 (December 29, 2003), approving a reorganization resulting in a change in the form of LG&E Energy Corp. from a Texas corporation to a Texas limited liability company; KeySpan Corporation, Holding Co. Act Release No. 27532 (May 29, 2002), approving Eastern Enterprises change from a Massachusetts business trust to a Massachusetts limited liability company; and Allegheny Energy, Inc. et al., Holding Co. Act Release No. 27486 (December 31, 2001), approving the reincorporation of Allegheny Energy Supply Company, LLC, a Delaware limited liability company, as a Maryland corporation.
    

4. Applicants state that ELL, as the successor to ELI, will succeed to ELI's existing authorizations granted by the Commission, with respect to the rendering/receipt of goods and services among ELI and its associate companies.
    

5. See the Commission's order of December 29, 2003, Holding Co. Act Release No. 27783, authorizing ELI to issue and sell through March 31, 2006 up to an aggregate amount of $750 million of securities in any combination of: (1) unsecured long-term indebtedness, (2) first mortgage bonds, (3) preferred stock, and (4) directly or indirectly through one or more special purpose financing subsidiaries, other forms of preferred or equity-linked securities. This order also authorized ELI, directly or indirectly through one or more finance subsidiaries, to enter into arrangements with government authorities providing for the sale on behalf of ELI of up to $420 million in tax exempt bonds (and, in connection therewith, to issue and pledge up to $470 million of collateral bonds).
    

6. Pursuant to the Commission's November 30, 2004 order, Holding Co. Act Release No. 27918 (the "Money Pool Order) in File No. 70-10240, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., ESI, SFI, Entergy Operations, Inc. ("EOI") and ELI are currently authorized, through November 30, 2007, to make borrowings through the Money Pool and to issue other types of short-term debt, in order to meet their interim financing requirements. The Money Pool is composed of available funds invested by the above-referenced companies (and Entergy, which participates exclusively as a lender). Since Holdings will become a registered holding company as a result of the merger, authorization is requested for Holdings to participate in the Money Pool as a lender only, through the November 30, 2007 expiration of authorization under the Money Pool Order.
    

7. ELP may also issue equity or debt securities to Entergy, Holdings or to other associate or non-associate companies, pursuant to Rule 52, or receive funds from Entergy or Holdings in the form of capital contributions or non-interest bearing open account advances, pursuant to Rule 45.
    

8. The financing authorizations requested for ELL herein are substantially similar to the authorizations granted to ELI under the Finance Order. Upon the effective date of the Merger, the Finance Order will be terminated and the financing authorizations requested for ELL herein will replace and supercede the authorizations granted under the Finance Order. In addition, as the successor to ELI, ELL will succeed to ELI's existing authorization to issue short-term debt under the Money Pool Order. Specifically, pursuant to the Money Pool Order, ELL will be authorized, through November 30, 2007, to issue short-term debt, consisting of borrowings under the Money Pool or one or more credit agreements, the issuance of commercial paper, or other forms of short-term financing, up to an aggregate amount of $225 million. ELL will also be authorized to participate as a lender in the Money Pool to the extent of its available funds.
    

9. ELI, on behalf of ELL, may agree that ELL will sell Preferred Units and other securities prior to its formation, but the consummation of any such sale shall be conditioned on the effectiveness of the Merger and of the Commission's authorization requested in the Application-Declaration
    

10. The grant to the holders of the Preferred Units of the right to vote for Directors may require ELL to deconsolidate from Entergy for federal tax purposes. If ELL deconsolidates, then it will not be a party to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Consolidation Agreement, dated April 28, 1988, as amended, and Holdings will retain the benefits and obligations of such Agreement.
     

11. Arrangements would consist of leases, subleases, installment sale agreements, or other agreements (collectively, "Facilities Agreement") or, alternatively, one or more refunding agreements (each, "Refunding Agreement").
     

12. The proposed $470 million of Collateral Bonds is in addition to the aggregate limit applicable to First Mortgage Bonds and Long-term Debt.
     

13. The aggregate amount of this investment by ELL, a Financing Subsidiary, and/or a Partner Sub is referred to here as the "Equity Contribution".
     

14. The applicable Commission orders include the following: Holding Co. Act Release Nos. 14840 (March 28, 1963) and 15207 (March 23, 1965) authorizing the formation of ESI (formerly, Middle South Services, Inc.), as a service company to provide corporate, administrative and other support services to the Entergy System companies, including ELI and Entergy's other domestic retail electric utility companies; Holding Co. Act Release No. 17400 (December 17, 1971) authorizing the formation of SFI to provide fuel procurement services for Entergy's domestic retail electric utility companies, including ELI; Holding Company Act Release No. 20525 (April 28, 1978), authorizing SFI to expand its fuel procurement services to include the procurement of nuclear fuel for Entergy's domestic retail electric utility companies, including ELI; Holding Co. Act Release No. 25100 (June 5, 1990), authorizing the formation of EOI to provide management and operating services with respect to the nuclear electric generating facilities of Entergy's domestic retail electric utility companies, including ELI; and Holding Co. Act Release No. 27040 (June 22, 1999), authorizing ESI, Entergy's domestic retail electric utility companies, including ELI, and certain other Entergy "regulated" business units or service companies to provide technical and other support services to EEI and certain other Entergy non-utility subsidiaries at "cost plus 5%".

EX-99

						FS-9
ENTERGY LOUISIANA, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
March 31, 2005
(Unaudited) ($ in millions)
	Entergy	Balance Sheets to Reflect Entries Made Upon Restructuring				Entergy Louisiana,
	Louisiana, Inc.	That is Proposed In Present Filing				Inc. Consolidated
	Before	Entergy	Entergy	Entergy Louisiana		After
	Restructuring	Louisiana, Inc.	Louisiana, LLC	Properties, LLC	Eliminations	Restructuring
ASSETS
Cash and cash equivalents	$169	$ -	$ 169	$ -	$ -	$169
Accounts receivable	274	-	274	-	-	274
Other current assets	120	-	120	-	-	120
Other property and investments	211	-	178	33	-	211
Utility plant, net	3,707	-	3,707	-	-	3,707
Deferred debits and other assets	484	-	484	-	-	484
Investment in Entergy Louisiana, LLC	-	1,038	-	-	(1,038)	-
Investment in Entergy Louisiana Properties, LLC	-	33	-	-	(33)	-
Total Assets	$4,965	$1,071	$4,932	$33	($1,071)	$4,965
LIABILITIES AND SHAREHOLDERS' EQUITY
Currently maturing long-term debt	$55	$ -	$ 55	$ -	$ -	$55
Other current liabilities	348	-	348	-	-	348
Long-term debt	931	-	931	-	-	931
Other non-current liabilities	2,560	-	2,560	-	-	2,560
Total liabilities	3,894	-	3,894	-	-	3,894
Shareholders' Equity:
Preferred stock without sinking fund	101	101	-	-	-	101
Common stock	1,087	1,087	-	-	-	1,087
Retained earnings	3	3	-	-	-	3
Less - treasury stock	120	120	-	-	-	120
Members' equity	-	-	1,038	33	(1,071)	-
Total equity	1,071	1,071	1,038	33	(1,071)	1,071
Total liabilities and equity	$4,965	$1,071	$4,932	$33	($1,071)	$4,965