U-1/A

File No. 70-10324

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM U-1

______________________________________

AMENDMENT NO. 1
to
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 address
of principal executive offices)

___________________________________

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 address 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 William T. Baker, Jr., Esq.
Thelen Reid & Priest LLP
875 Third Avenue
New York, NY 10022

ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.

Subpart V of Item 1 Distributions out of Capital is hereby deleted.

Subpart VI of Item 1 is hereby amended in its entirety as follows:

VI. Compliance With Rules 53 And 54.

The proposed transactions are also 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 "exempt wholesale generator" ("EWG") or "foreign utility company" ("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, (i) 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, (ii) for the reasons discussed below, the condition set forth in Rule 53(b)(1) is not currently satisfied, and (iii) all of the other criteria of Rule 53(a) and (b) are currently satisfied.

With respect to the condition set forth in Rule 53(a)(1), Entergy's "aggregate investment" in Exempt Projects (approximately $3.6 billion) is equal to approximately 70% of Entergy's "consolidated retained earnings" as of September 30, 2005 (approximately $5.4 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 FUCOs 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 th e June 2000 Order.

On September 23, 2005, Entergy New Orleans, Inc. ("ENOI"), an associate company of the Company and a public-utility subsidiary of Entergy, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Louisiana. The book value of ENOI's assets exceeded 10% of Entergy's "consolidated retained earnings" as of June 30, 2005. Consequently, the circumstances described in Rule 53(b)(1) have occurred.

As a result of the circumstances set forth in Rule 53(b)(1) having arisen with respect to ENOI, Entergy is no longer in compliance with the safe harbor provisions of Rule 53 (as modified by the June 2000 Order). However, in accordance with the requirements of Rule 53(c), Entergy believes that the transactions proposed in this Application-Declaration (i) will not have a material adverse effect on the financial integrity of the Entergy System, and (ii) will not have an adverse impact on Entergy's public-utility subsidiaries, their customers or on the ability of Entergy's state and local regulators to protect such subsidiaries or customers.¹ In support of this position, the Company provides the following information:

1. As of September 30, 2005, Entergy's aggregate investment in Exempt Projects was equal to 21% of Entergy's total consolidated capitalization, 19% of consolidated net utility plant and 23% 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 September 30, 2005).

3. Income from Entergy's investments in Exempt Projects has contributed positively to its overall earnings during the period since the Commission issued the June 2000 Order through September 30, 2005.

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 September 30, 2005, Entergy's consolidated capitalization ratio was approximately 52% debt and approximately 48% equity, consisting of approximately 2.0% preferred stock and approximately 46.0% common stock. These ratios are within industry ranges set by the independent debt rating agencies for BBB-rated electric utility companies.

5. Except as referred to in, and as of the date of this Amendment No. 1, 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 public-utility subsidiary in the Entergy System or their ratepayers, or on the ability of interested state commissions to protect the utilities and their customers, continues to apply.

6. Entergy's commitment of capital to the Exempt Projects will not harm Entergy's public-utility subsidiaries because, other than the DIP Financing, as it may be expanded by order of the Commission,² and the increased common equity investment in Entergy Gulf States, Inc., an associate company of the Company, and a public-utility subsidiary of Entergy ("EGSI"), to maintain common equity at an acceptable level of total capitalization, Entergy's public-utility subsidiaries expect to fund their operations primarily from internal sources of cash and from sales of securities to third parties over the period November 1, 2005 through the end of January, 2006. After the debt and equity infusions in ENOI and EGSI, Entergy will have significant financing capacity available under the Commission authorization in File No. 70-10202 (see HCAR No. 27864 (June 30, 2004)) for additional investments in its public-utility subsidiaries.

Therefore, notwithstanding that the condition set forth in Rule 53(b)(1) has arisen as a result of the bankruptcy of ENOI, Entergy has affirmatively demonstrated that, it satisfies the standards in Rule 53(c) for authorization of the transactions proposed in this Application-Declaration.

Furthermore, 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 subsidiaries' 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, other than Rule 53(b)(1), none of the conditions set forth in Rule 53(b) (under which the safe harbor provisions of Rule 53 would not be available) currently exists. Specifically, (i) Entergy's average consolidated retained earnings for the four most recent quarterly periods have not decreased by 10% from the average for the previous four quarterly periods, and (ii) Entergy did not report operating losses in its previous fiscal year attributable to its investments in Exempt Projects in excess of 5% of Entergy's consolidated retained earnings.

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

ITEM 2. FEES, COMMISSIONS AND EXPENSES.

Fees, commissions and expenses in connection with the matters relating to this Application-Declaration on Form U-1, are estimated at $30,000, including fees of $10,000 for Entergy Services, Inc. and $20,000 in

ITEM 4. REGULATORY APPROVALS.

Item 4 is hereby amended and restated in its entirety as follows:

The regulatory approvals relating to the proposed transactions of the Louisiana Public Service Commission, and the Federal Energy Regulatory Commission under the Federal Power Act, have been obtained, and the City Council of New Orleans has received written notification of the proposed transactions.

Item 6. Exhibits and Financial Statements.

A. Exhibits.

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

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

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

B-1 Amended and Restated Money Pool Agreement, dated as of November 30, 2004, among ESI, Entergy, EAI, EGSI, Entergy Louisiana, Inc., 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 Amended and Restated Money Pool Agreement among ESI, Entergy, EAI, EGSI, EMI, ENOI, System Energy, EOI, SFI, Entergy Louisiana Holdings, Inc., a Texas corporation, Entergy Louisiana Properties, LLC, and Entergy Louisiana, LLC.

B-3 Proposed form of Notes to evidence borrowings by Participants under form of Amended and Restated Money Pool Agreement (included in B-2).

B-4(a)(b) Forms of Supplemental Indentures to Entergy Louisiana, Inc.'s Mortgage and Deed of Trust.

B-5 Form of Amendment to Assignments of Availability Agreement, Consent and Agreement among System Energy, EAI, Entergy Louisiana, Inc., EMI and ENOI.

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 Agreements between ESI and Entergy Louisiana Holdings, Inc., a Texas corporation, ESI and Entergy Louisiana, LLC, and ESI and Entergy Louisiana Properties, LLC.

D-2 Order of the LPSC approving Entergy Louisiana, Inc.'s Application.

D-3 Application of Entergy Louisiana, Inc. to the FERC.

D-4 Order of the FERC approving Entergy Louisiana Inc.'s Application.

D-5 Application of Entergy Louisiana, Inc. to the NRC.

D-6 Order of the NRC approving Entergy Louisiana, Inc.'s Application. (To be filed by Rule 24 Certificate.).

D-7 Notice to New Orleans City Council.

F-1 Opinion of Mark G. Otts, Esq.

F-2 Opinion of Clark, Thomas & Winters, a Professional Corporation

F-3 Opinion of Thelen Reid & Priest LLP

SIGNATURES

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized.

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

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

Date: December 2, 2005

____________________
1.  On September 26, 2005, the Commission issued an emergency order granting authority for Entergy to loan ENOI up to $150 million ("DIP Financing"). See HCAR No. 10334. In approving the emergency funding request, the Commission considered (in light of the condition of Rule 53(b)(1) having occurred) the effect upon the Entergy System of the capitalization and earnings of Entergy's Exempt Projects in accordance with Rule 54, and found that there was no basis to withhold or deny approval of the relief requested. In addition, the Commission provided a waiver to the security issuance condition that ENOI maintain common equity as a percent of capitalization at 30% or greater.

2.  Entergy and ENOI have filed an Application-Declaration (File No. 70-10355), which is currently pending, requesting authorization to increase the level of DIP Financing up to $200 million.

EX-99

Exhibit A-5

BY-LAWS
OF
ENTERGY LOUISIANA, INC.,
a Texas Corporation

ARTICLE I.

OFFICES

The principal business office of the Corporation shall be in Jefferson Parish, Louisiana, or in such other location as designated by the Board of Directors. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. Meetings of stockholders, whether annual or special, shall be held at a location fixed by the Board of Directors or by the stockholders.

SECTION 2. Annual Meeting. The annual meeting of stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time of day as shall have been fixed by the Board of Directors or by the stockholders.

SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of (i) a majority of the entire Board of Directors, (ii) the President, (iii) the Chairman of the Board, (iv) the person, if any, designated by the Board of Directors as the Chief Executive Officer, or (v) the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting.

SECTION 4. Organization. The Chief Executive Officer or, in his absence, a person appointed by him or, in default of such appointment, the officer next in seniority of position (as determined by the Secretary or, in the Secretary's absence, the Assistant Secretary), shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary of the Corporation, if present, shall act as secretary of all meetings of stockholders, and, in his absence, the presiding officer may appoint a secretary.

SECTION 5. Action by Consent. Any action required or permitted to be taken at any meeting of the stockholders, whether annual or special, may be taken without a meeting, if prior to such action a written consent thereto is signed by a sufficient percentage of shareholders to satisfy the minimum requirements of state law.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors.

SECTION 2. Term of Office. The term of office of each Director shall be until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until the earlier death, resignation or removal of such Director.

SECTION 3. Number of Directors. The number of Directors which shall constitute the whole Board of Directors shall be not more than fifteen (15) nor less than three (3), with the exact number at any given time to be fixed by a resolution of the Board of Directors or by the stockholders.

SECTION 4. Meetings; Notice. Meetings of the Board of Directors shall be held at such place as may from time to time be fixed by resolution of the Board or by the Chairman of the Board, the Vice Chairman, the President or a Vice President and as may be specified in the notice or waiver of notice of any meeting. Notice may be written, electronic or oral and may be given at any time prior to the meeting. Notice may be waived by a Director either prior to or following a meeting. Directors present at a meeting shall be deemed to have waived notice thereof. Meetings of the Board of Directors, or any committee thereof, may be held by means of a video conference, a telephone conference or similar communications equipment.

SECTION 5. Quorum. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present when the meeting is convened, the Directors present may continue to conduct the business of the meeting, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed above, or the refusal of any Director present to vote.

SECTION 6. Action By Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee, as the case may be.

SECTION 7. Advisory Directors. The stockholders or the Board of Directors may elect one or more Advisory Directors of the Corporation. Advisory Directors may be called upon individually or as a group by the Board of Directors or Officers of the Corporation to give advice and counsel to the Corporation. Advisory Directors shall receive from the Corporation such remuneration as shall be fixed by the Board of Directors. Terms of Advisory Directors shall expire on the day of the Annual Meeting of the Corporation, provided, however, that Advisory Directors shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For the purpose of Article IX (Indemnification) of these By-Laws, Advisory Directors of the Corporation shall enjoy the same rights and privileges as Directors of the Corporation.

SECTION 8. Vacancies; Removal. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by the stockholders or by the Board of Directors, and the Directors so chosen shall hold office until the next annual election. The stockholders may by majority vote remove any Director from his directorship, whether cause shall be assigned for such removal or not.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

SECTION 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board of Directors, which Executive Committee shall consist of such directors as the Board of Directors may from time to time designate.

SECTION 2. Procedure. The Executive Committee shall meet at the call of any of the members of the Executive Committee. A majority of the members shall be necessary to constitute a quorum and action shall be taken by a majority vote of those present.

SECTION 3. Powers and Reports. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise, to the full extent authorized by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation. The taking of an action by the Executive Committee shall be conclusive evidence that the Board of Directors was not in session when such action was taken. The Executive Committee shall keep regular minutes of its proceedings and all action by the Executive Committee shall be reported to the Board of Directors at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board of Directors; provided, that no rights of third parties shall be affected by such revision or alteration.

SECTION 4. Other Committees. From time to time the Board of Directors, by the affirmative vote of a majority of the whole Board of Directors, may appoint other committees for any purpose or purposes, and such committees shall have such powers as shall be conferred by the resolution of appointment; provided, however, that no such committee shall be authorized to exercise the powers of the Board of Directors. The quorum of any such committee so appointed shall be a majority of the membership of that committee.

ARTICLE V.

OFFICERS

SECTION 1. Required and Discretionary Officers. The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board of Directors. To the extent permitted by law, individuals may occupy more than one office.

SECTION 2. President. The President shall perform duties incident to the office of the president of a corporation and such other duties as from time to time may be assigned to him or her by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer.

SECTION 3. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him or her by the Board of Directors, the Executive Committee, the President or the Chief Executive Officer.

SECTION 4. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these By-Laws; shall be custodian of the records and of the corporate seal, if any, of the Corporation; shall see that the corporate seal, if any, is affixed to all documents the execution of which under the seal is duly authorized, and, when the seal is so affixed, he may attest the same; and, in general, shall perform all duties incident to the office of the secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholde rs of the Corporation, showing their addresses of record, the number of shares held by them respectively, and the date when they respectively became the owners of stock of the Corporation.

SECTION 5. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Treasurer, by an assistant Treasurer or by any other individual designated by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds as the Board of Directors may authorize; shall render or cause to be rendered to the Chief Executive Officer, the Chairman of the Board, the President and the Board of Directors, whenever requested, an accou nt of the financial condition of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President, the Board of Directors or the Executive Committee.

SECTION 6. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof.

SECTION 7. Vacancies; Absences. Any vacancy in any of the above offices may be filled by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the absent officer for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer.

SECTION 8. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer.

ARTICLE VI.

CAPITAL STOCK

SECTION 1. Stock Certificates. Every stockholder shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation. Stock certificates shall be signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation, if any. Such seal may be facsimile, engraved or printed. Where such certificate is signed (1) by a transfer agent or an assistant transfer agent, other than the Corporation itself, or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of the Chairman of the Board, the Vice Chairman of the Board, the President, Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on a ny such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2. Transfer of Shares. The shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney lawfully constituted, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof or guaranty of the authenticity of the signature as the Corporation or its agents may reasonably require. The Board of Directors may appoint one or more transfer agents and registrars of the stock of the Corporation. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact and legal owner thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law.

SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, mutilated or destroyed, and may require the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, mutilated or destroyed.

ARTICLE VII.

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on the Corporation's bank accounts and all bills of exchange, promissory notes, acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or as may be designated in a manner authorized by the Board of Directors.

SECTION 2. Execution of Contracts, Assignments, etc. All contracts, agreements, endorsements, assignments, transfers, stock powers, and other instruments shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or as may be designated in a manner authorized by the Board of Directors.

SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman, the President or any Vice President or any other officer of the Corporation designated by the Board of Directors, the Chairman of the Board, or the President shall be authorized to attend any meeting of the equity holders of any other entity in which the Corporation is an owner of equity interests and to vote such interests upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman, the President or any Vice President may sign and issue proxies to vote such interests.

ARTICLE VIII.

SEAL

The seal, if any, of the Corporation shall show the year of its incorporation and shall be in such form as the Board of Directors shall prescribe. The seal on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE IX.

INDEMNIFICATION

SECTION 1. Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any action, suit, or other proceeding (whether judicial, administrative, arbitrative, or investigative), in any appeal therefrom, or in any inquiry that could lead to any such proceeding, because the person is or was a Director, officer, employee, or agent of the Corporation or serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise as follows:

(a) Such person shall be indemnified to the fullest extent permitted by law against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but, if the person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation.

(b) Such person shall be indemnified under this Article IX only if it is determined that such person conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity as a Director, that his or her conduct was in the Corporation's best interest, and in all other cases that his or her conduct was at least not opposed to the Corporation's best interests. In the case of any criminal proceeding, an additional determination must be made that such person had no reasonable cause to believe his or her conduct was unlawful.

(c) A determination of indemnification of a Director or officer of the Corporation must be made by a majority vote of those Directors who, at the time of the vote, are not named defendants or respondents in the proceeding (regardless of whether such Directors constitute a quorum), by a committee substantially equivalent to a committee described in subsection (2) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), by special legal counsel substantially equivalent to special legal counsel described in subsection (3) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), or by a majority vote of stockholders entitled to vote on such matters and who are not named defendants or respondents in the proceeding.

SECTION 2. Expenses Advanced. The Corporation shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Director, officer, employee, or agent of the Corporation, or person serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Corporation receives a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth herein. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction and after exhaustion of all appeals therefrom.

SECTION 3. Permissive Indemnification. Notwithstanding any limitations of the indemnification provided by Sections 1 and 2, the Corporation may, to the fullest extent authorized by law, indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director, officer, employee, or agent of the Corporation or serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise against all or part of any judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually and reasonably incurred by such person in connection with such proceeding, if it shall be determined in accordance with the applicable procedures set forth in Section 1 that such person is fairly and reasonably entitled to such indemnification .

SECTION 4. Miscellaneous. For purposes of this Article, and without any limitation whatsoever upon the generality thereof, the term "fines" as used herein shall be deemed to include (i) penalties imposed by the Nuclear Regulatory Commission (the "NRC") pursuant to Section 206 of the Energy Reorganization Act of 1974 and Part 21 of NRC regulations thereunder, as they may be amended from time to time, and any other penalties, whether similar or dissimilar, imposed by the NRC, and (ii) excise taxes assessed with respect to an employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, ("ERISA"). For purposes of determining the entitlement of a director, officer or employee of the Corporation to indemnification under this Article, the term "other enterprise" shall be deemed to include an employee benefit plan governed by ERISA. The Corporation shall be deemed to have requested such person to serve as a director, officer or emplo yee of such a plan where such person is a trustee of the plan or where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by, such person to such plan or its participants or beneficiaries, and action taken or permitted by such person in the performance of his duties with respect to such employee benefit plan for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to meet the standard of conduct required for indemnification hereunder. Any act, omission, step or conduct taken or had in good faith which is required, authorized or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935 or any other federal statute or any state statute or municipal ordinance shall be deemed to meet the standard of conduct required for indemnification hereunder.

SECTION 5. Other Provisions. The protection and indemnification provided by these Regulations (a) shall not be deemed exclusive of any other rights to which such person may be entitled under any agreement, insurance policy, or vote of the Directors or stockholders, or otherwise; (b) shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity and advancement of expenses; and (c) shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of such person. The rights granted by this Article IX shall be deemed to be contract rights, and no amendment, modification, or repeal of any provision of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification, or repeal.

ARTICLE X.

CONFLICTS

In the event that any provisions of these By-Laws conflict with the Articles of Incorporation, with state or federal statutes, or with any statement of preferences, designations, rights, privileges, powers, restrictions, limitations or qualifications of any class or series of the Corporation's preferred stock, the Articles of Incorporation, such statutes, or such statement shall take precedence over such provisions of these By-Laws.

ARTICLE XI.

AMENDMENTS

Subject to the provisions of applicable law and of the Articles of Incorporation, these By-Laws may be altered, amended or repealed and new By-Laws adopted either by the stockholders or by the Board of Directors.

EX-99

Exhibit A-8

REGULATIONS OF ENTERGY LOUISIANA, LLC

A TEXAS LIMITED LIABILITY COMPANY

SOME OR ALL OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IN THE COMPANY (OR THEIR RESPECTIVE PREDECESSORS) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IS HEREBY NOTIFIED THAT THE SELLER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)  THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

REGULATIONS OF ENTERGY LOUISIANA, LLC

A TEXAS LIMITED LIABILITY COMPANY

These regulations of Entergy Louisiana, LLC (the "Regulations") are adopted by the Board of Directors to be effective as of the date on which the Articles of Organization, as filed with the Texas Secretary of State, become effective for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Articles of Organization and in these Regulations.

1. DEFINITIONS

Subject to additional definitions contained in subsequent Articles of these Regulations which are applicable to specific Articles or Sections thereof, capitalized terms used in these Regulations have the meanings set forth below:

1. "Act" means the Texas Limited Liability Company Act, and any successor statute, as amended from time to time.
2. "Articles of Organization" means the Articles of Organization of the Company filed with the Secretary of State of the State of Texas pursuant to Article 3.02 of the Act, as amended and restated from time to time.
3. "Available Cash" means the cash balance of the Company from time to time after the payment of, or provision for the payment of, all of the Company's obligations then due and after the establishment of such reserves as the Board of Directors may think appropriate for all debts, expenses, capital improvements, replacements, and contingencies of the Company.
4. "Board of Directors" has the meaning given in the Articles of Organization.
5. "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
6. "Common Membership Interests" has the meaning given in Section 3.1(a) hereof.
7. "Company" means the limited liability company formed under the Act pursuant to these Regulations, under the name Entergy Louisiana, LLC.
8. "Director" has the meaning given in the Articles of Organization.
9. "Dividends" has the meaning given in Article 4 hereof.
10. "Majority of the Units" means a majority of the votes which the holders of such Units (entitled to vote as a single class) are entitled to cast.
11. "Members" means those persons who are holders of record of Units from time to time.
12. "Membership Interest" means an ownership interest in the Company held by a Member and represented by a number of Units of any class, including any and all benefits to which the holder of such a Membership Interest may be entitled as provided in or pursuant to the Act, the Articles of Organization, or these Regulations, together with all obligations of such person to comply with the terms and provisions of these Regulations and applicable law.
13. "Preferred Membership Interests" has the meaning given in Section 3.1(b) hereof.
14. "Regulations" means these Regulations of Entergy Louisiana, LLC together with all exhibits hereto, as amended and restated from time to time.
15. "Unit" means a denomination of any class or series of Membership Interest in the Company as described in the Articles of Organization, in these Regulations, or in any class or series of Membership Interests that may be issued pursuant to Section 3.1(b) hereof.

2. ORGANIZATION
   1. Formation.

      The Company is formed under the Act and is to be governed by the Articles of Organization, by these Regulations, and by the Act.

   2. Statutory Requirements.

      The Company's organizer has caused Articles of Organization to be executed and filed with the Secretary of State of the State of Texas. The Board of Directors may authorize and cause to be filed Articles of Amendment to the Articles of Organization without the necessity of consent by the Members. Except as otherwise provided in the Articles of Organization or in these Regulations, the Board of Directors may by a simple majority vote adopt, alter, amend, or repeal these Regulations without the necessity of consent by the Members.

   3. Principal Place of Business.

      The principal place of business of the Company shall be at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126 or such other address as the Board of Directors may determine.

   4. Term.

The term of the Company's existence shall commence when the Articles of Organization, as filed with the Texas Secretary of State, become effective and shall continue in perpetuity unless and until the Company's existence is terminated under Article 10 of these Regulations.

3. CAPITAL
   1. Establishment of Classes of Membership Interests; Class Voting.

      The Company shall have the authority to issue common Membership Interests and preferred Membership Interests represented by Units. Upon the issuance of any Membership Interest as provided in these Regulations, the Membership Interest so issued shall be deemed to be duly and validly issued. The aggregate number of Units of Membership Interests which the Company shall have authority to issue and have outstanding at any time is as follows:

      1. Three hundred million (300,000,000) Units of common Membership Interests (hereinafter called the "Common Membership Interests").
      2. Twenty million (20,000,000) Units of preferred Membership Interests (herein referred to as the "Preferred Membership Interests"), which may be issued in one or more classes, any of which classes may be issued in one or more series, as the Board of Directors may deem appropriate, each such class or series having such preferences, designations, rights, including voting rights (which may be contingent on certain events or circumstances), privileges, powers, restrictions, limitations, and qualifications as the Board of Directors may deem appropriate. All Units of the same class shall be of the same liquidation value or be without liquidation value. Unless Units of a class have been divided into series, all Units of the same class shall be identical in all respects. If Units of a class have been divided into series, Units of the same class may vary between series, but all Units of the same series shall be identical in all respects. The Board of Directors may by resolution increase or decrease the number of Units within a series, provided that the Board of Directors may not decrease the number of Units within a series to less than the number of Units within such series that are then issued. If no Units of a series have been issued, the Board of Directors may by resolution amend the preferences, designations, rights, including voting rights, privileges, powers, restrictions, limitations, and qualifications of that series. If a series of Units has been established and no Units of such series are outstanding, the Board of Directors may by resolution eliminate such series and thereby restore the Units of such series to the status of authorized but unissued Units, with or without a class designation as provided in the resolution. Except as expressly provided from time to time in the Regulations or as part of the preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications of any then-authorized and outstanding Units of Preferred Membership Interests, no approval or consent of any Member shall be required with respect to any action of the Board of Directors to create, issue, redeem, or convert any class or series of Preferred Membership Interests or any action to amend, supplement, waive, or otherwise alter any preferences, designations, rights, privileges, powers, restrictions, limitations, or qualifications of any class or series of Preferred Membership Interests.

      Except as otherwise expressly provided herein or in the preferences, designations, rights, privileges, powers, restrictions, limitations, or qualifications of any class or series of Preferred Membership Interests, where any class or series of Membership Interests is entitled to vote on a matter as a class, the matter will be adopted by that class upon receiving the affirmative vote of Members holding at least the requisite Majority of the Units within that class or series, and where more than one class or series of Preferred Membership Interests is entitled to vote on a matter as a single class, each Unit of each class or series of Preferred Membership Interests entitled to so vote shall have that number of votes which bears the same ratio to the amount payable in respect of such Unit upon involuntary liquidation of the Company (or, if there shall be no liquidation value, the stated value thereof) as the number of votes to which each Unit of each other such class or series is entitled bears to the amount payable in respect of such Unit upon such event (as determined by the Board of Directors).

   2. Certain Special Voting Rights of Preferred Membership Interests.

      Upon the accumulation of accrued and unpaid Dividends on a class or series of Preferred Membership Interests in an amount equal to four quarterly Dividends, the holders of such class or series of Preferred Membership Interests, voting together as a single class with the holders of each other class or series of Preferred Membership Interests then entitled to exercise the special voting right created by this Section 3.2, shall be entitled to elect two persons to the Board of Directors of the Company, and the holders of such class or series of Preferred Membership Interests shall continue to have the special voting right created by this Section 3.2 until all Dividends to which the holders of such class or series of Preferred Membership Interests are entitled for all previous quarterly Dividend periods shall have been paid in full. The special voting right created by this Section 3.2 may be exercised at a special meeting as provided below, at any annual meeting of the Members, or by written consent of the holders of Units of Preferred Membership Interests then entitled to exercise such special voting right.

      Any persons elected to the Board of Directors pursuant to special voting right created by this Section 3.2 shall serve, in addition to the number of Directors then generally authorized, until (i) their successors, if any, elected pursuant to the special voting right created by this Section 3.2 take office, or if earlier (ii) the special voting right created by this Section 3.2 is abated as provided herein for all classes and series of Preferred Membership Interests.

      If and when all Dividends to which the holders of a class or series of Preferred Membership Interests are entitled for all previous quarterly Dividend Periods shall have been paid in full, then the special voting right created by this Section 3.2 shall abate as to such class or series of Preferred Membership Interests and the holders of such a class or series of Preferred Membership Interests shall be divested of any special right with respect to the election of Directors, but without prejudice to subsequent application of this Section 3.2 in accordance with its terms. Upon such an abatement of the special voting right created by this Section 3.2 as to all classes and series of Preferred Membership Interests, the terms of office of all persons who may have been elected as Directors of the Company pursuant to such special voting right shall forthwith terminate.

      In case of any vacancy among the Directors elected by the holders of the Preferred Membership Interests pursuant to the special voting right created by this Section 3.2, the remaining Director elected by the holders of the Preferred Membership Interests pursuant to such special voting right may appoint a successor to hold office for the unexpired term or term of the Director whose place is vacant.

      Whenever (i) the special voting right created by this Section 3.2 shall have accrued to the holders of any class of series of the Preferred Membership Interests, if the special voting right created by this Section 3.2 is not already then in effect for another class or series of Preferred Membership Interests or (ii) there shall be a vacancy as to both Directors previously elected pursuant to the special voting right created by this Section 3.2 while such special voting right is in effect, then in either such case it shall be the duty of the President, a Vice President or the Secretary of the Company forthwith to call and cause notice to be given to the holders of Preferred Membership Interests entitled to vote thereon of a meeting to be held at such time as the Company'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 pursuant to the special voting right created by this Section 3.2. The notice so given shall be mailed to each holder of record of the Preferred Membership Interests entitled to vote thereon at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) a statement, as applicable, that the special voting right created by this Section 3.2 has become effective or that vacancies exist as to both Directors previously elected pursuant to the special voting right created by this Section 3.2, (ii) that any holder of the Preferred Membership Interests entitled to vote thereon has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of all classes or series of the Preferred Membership Interests entitled to vote thereon maintained at the principal office of the Company, and (iii) either the entirety of this Section 3.2 or the substance hereof. At any special meeting of holders of Preferred Membership Interests held for the purpose of exercising the special voting right created by this Section 3.2, the presence in person or by proxy of the holders of a majority of the votes represented by the Preferred Membership Interests entitled to vote thereon shall be required to constitute a quorum. At each annual meeting of the Members, or special meeting in lieu thereof, held during such time as the holders of any class or series of the Preferred Membership Interests shall have the special voting right created by this Section 3.2, the foregoing provisions of this paragraph shall apply to the notice of, and exercise of, such special voting right.

   3. Capitalization.

      Each class and series of Units of Membership Interest in the Company may have such liquidation value, or may be without liquidation value, as shall be provided by these Regulations or by resolution of the Board of Directors in connection with the establishment of such class or series. Where Units without liquidation value are issued, the Board of Directors shall by resolution establish a stated value thereof in connection with each such issuance. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value and sufficiency of the consideration received for Units shall be conclusive.

   4. Certificates of Membership Interest.

      The Company may issue certificates evidencing ownership of Units, containing such recitals, terms, and provisions as are required by law, by the Articles of Organization, or by these Regulations, or as the Board of Directors may determine from time to time. The Board of Directors may promulgate procedures from time to time for the transfer of Units evidenced by such certificates.

      The Units shall be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, and may be sealed with the seal of the Company or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer on the date of its issue. The certificates of each class or series shall be consecutively numbered and shall be entered in the books of the Company or in the records of a registrar or transfer agent, if the Company elects to retain the services of a registrar or transfer agent, as they are issued. Each certificate shall be issued in global form in accordance with the rules and regulations of the Depository Trust Company or its successors or assigns or shall state on the face thereof the holder's name, the number, class, and series of the Units evidenced thereby, and the liquidation value of such Units or a statement that such Units are without liquidation value. Certificates of any class or series shall conspicuously state on the front or back thereof either the preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications of that class or series or that such information is stated in the Company's Articles of Organization or Regulations and that the Company, on written request to its principal place of business or registered office, will provide a free copy of such information to the record holder of the certificate.

      The certificates representing any Membership Interests will bear the following legend:

      "The rights and privileges of the holder hereof are subject to the provisions of the Company's Articles of Organization and Regulations. A copy of such Regulations as in effect from time to time will be furnished without charge by the issuer to the holder hereof upon written request."

      The Board of Directors or any officer authorized by the Board of Directors for such purposes may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors or such authorized officer may, in their or his discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

      Units shall be transferable only on the books of the Company by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Company or the transfer agent of the Company of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Company.

   5. Registered Holders as Owners.
      1. The Company may regard the person in whose name any Units issued by the Company are registered in the transfer records of the Company at any particular time as the owner of those Units at that time for purposes of voting those Units, receiving Dividends or other distributions thereon or notices in respect thereof, transferring those Units, exercising rights relating thereto, or giving proxies with respect to those Units; and
      2. Neither the Company nor any of its officers, Directors, employees, or agents shall be liable for regarding that person as the owner of those Units at that time for those purposes, regardless of whether that person possesses a certificate for those Units.
   6. Record Dates.

      For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to receive a Dividend or other distribution by the Company, or in order to make a determination of Members for any other purpose (other than determining Members entitled to consent to action by Members proposed to be taken without a meeting of Members), the Board of Directors may provide that the transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the transfer records shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in the case of a meeting of Members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Members is to be taken. With respect to any record date, the record ownership of Membership Interests as of such date shall be determined as of the opening of business on such date. If the transfer records are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a Dividend or other distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such Dividend or other distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the transfer records and the stated period of closing has expired.

      Whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is not required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of the books in which proceedings of meetings of Members are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Secretary or principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

   7. Liability of Members.

      Each Member's liability shall be limited as described in Article 4.03 of the Act.

   8. Membership Interest Acquired Directly From The Company.

      After the formation of the Company, the Board of Directors or any officer authorized by the Board of Directors for such purposes may admit any person as a Member upon the payment to the Company of such subscription price for the Membership Interest acquired by him, and on the Member's satisfaction of such other conditions, as the Board of Directors shall determine. Except as provided in the Articles of Organization or as otherwise provided herein, the approval or consent of the Members shall not be required for the admission of any person as a Member.

   9. Right of Transferee to Become a Member.

      A transferee of all or part of a Member's Membership Interest whose ownership is recorded in the transfer records of the Company in accordance with Section 3.4 hereof shall become a Member, and shall have all of the rights and privileges arising out of or associated with the assigned Membership Interest, without any further action of the Company, the Board of Directors, or the Members. The assignor of such Membership Interest will cease to be a Member upon the effectiveness of the assignment when recorded in the transfer records of the Company in accordance with Section 3.4 hereof.

   10. Restrictions on Transfers.

       The Company may impose restrictions on the transfer of one or more classes or series of Membership Interests as determined by the Board of Directors from time to time, provided, however, that any such restriction that acts to amend, alter, change, or repeal the rights of holders of Membership Interests then outstanding in a manner prejudicial to such holders must be approved by at least a Majority of the Units of such affected holders.

   11. Withdrawal of a Member.

       No Member shall have the right, by statute or otherwise, to withdraw as a Member of the Company.

   12. No Preemptive Rights.

       Except as otherwise provided by agreement with the Company, no Member shall have any preemptive, preferential, or other right with respect to the issuance or sale of Membership Interests that may be issued or sold by the Company.

   13. Other Matters.

The Board of Directors or any officer authorized by the Board of Directors for such purposes may compromise or release any obligation of a Member (or a Member's legal representative or successor) to make a contribution to the Company, to otherwise pay cash or transfer property to the Company, or to return cash or property paid or distributed by the Company to the Member in violation of the Act, the Articles of Organization, or the Regulations.

4. DISTRIBUTIONS WITH RESPECT TO MEMBERSHIP INTERESTS

   Available Cash shall be distributed to the Members from time to time as determined by the Board of Directors in their sole discretion, except as otherwise provided in or pursuant to the Articles of Organization or these Regulations. Each such distribution shall be made to the Members in proportion to their ownership of the outstanding Units or, if there is more than one class or series of Units, among the classes and series as determined by the Board of Directors in their sole discretion but in a manner consistent with the relative preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications thereof and (within each such class or series) in proportion to their ownership of the Units of such class or series. All distributions made by the Company to Members pursuant to this Article 4 are herein referred to as "Dividends." ¹

5. ACCOUNTING AND TAX MATTERS
   1. Allocation of Profits and Losses.

      The Company is to be taxed as a corporation for federal income tax purposes and its equity capital structure is to be that of a corporation. Accordingly, the Company will not maintain separate capital accounts for the Members, and the profits and losses of the Company will not be allocated among the Members.

   2. Fiscal Year.

      The fiscal year of the Company shall be the fiscal year selected by the Board of Directors.

   3. Method of Accounting.

      The books of the Company, for both tax and financial reporting purposes, shall be kept on the method of accounting selected by the Board of Directors.

   4. Tax Returns.

The Board of Directors shall cause Company tax returns to be prepared and filed with appropriate authorities on a timely basis.

6. DIRECTORS
   1. Number; Qualifications.

      The managers of the Company, each of whom shall be a Director, shall initially consist of four persons to serve at all times, plus an additional two persons to serve while the holders of Preferred Membership Interests are entitled to elect persons to the Board of Directors pursuant to the special voting right created by Section 3.2 of these Regulations. The number of Directors may be changed from time to time by amendment to these Regulations. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas nor Members of the Company.

   2. Authority of the Board of Directors.

      Except and to the extent that the Act, the Articles of Organization, or these Regulations shall reserve the same to the Members in whole or in part or otherwise restrict the powers of the Board of Directors, the powers of the Company shall be exercised under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors of the Company.

      The Directors shall not be agents of the Company for the purpose of its business pursuant to Article 2.21(C) of the Act, and shall not individually have the authority to act for the Company or otherwise bind the Company.

      The Board of Directors shall have no authority to merge or dissolve the Company, undertake any conversion, liquidate the Company, or dispose of substantially all of its assets without the consent of Members holding at least a Majority of the Units entitled to vote thereon.

   3. Election and Removal.

      The persons serving as Directors shall be elected and removed from time to time, with or without cause, by Members holding a Majority of the Units entitled to vote thereon or as otherwise provided in accordance with preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications of any class or series of Units. Except as otherwise provided in the Articles of Organization, in these Regulations, or in the preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications of any class or series of Units, any vacancy occurring in Directors other than as a result of the removal of a Director by the Members may be filled by the vote of a majority of the remaining Directors even if the number of remaining Directors does not constitute a quorum.

   4. Liabilities of Directors.

Except as otherwise expressly provided herein, the liabilities of the Directors shall be limited as set forth in Article 2.41D of the Texas Business Corporation Act (or any successor statute).

7. Officers
   1. Appointment, Number, Qualification, Term, Compensation.

      The officers of the Company shall be appointed by the Board of Directors and shall consist of a Chair of the Board, a President, a Secretary, and a Treasurer. The Board of Directors may also appoint Vice-Presidents, one or more Assistant Secretaries, and Assistant Treasurers and such other officers and assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors by resolution not inconsistent with these Regulations. Two or more offices may be held by the same person. None of the officers need be Directors. The Board of Directors shall have the power to authorize contracts for the employment and compensation of officers for such terms as the Board of Directors deems advisable. The salaries of all officers and agents of the Company shall be fixed by the Board of Directors.

   2. Removal.

      The officers of the Company shall hold office until their successors are appointed and qualify, or until their death, resignation, or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in their judgment, the best interest of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create contract rights.

   3. Vacancies.

      Any vacancy occurring in any office of the Company by death, resignation, removal, or otherwise shall be filled by the Board of Directors.

   4. Authority.

      Officers and agents shall have such authority and perform such duties in the management of the Company as may be provided by the Act or these Regulations or as shall be determined from time to time by resolution not inconsistent with these Regulations.

      The duties and authorities of the following officers shall be as set forth below:

      1. Chair of the Board.

         The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.

      2. President.

         The President shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors in the absence or disability of the Chair of the Board. The President shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by these Regulations or the Board of Directors to some other person.

      3. Vice-President.

         Vice-Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

      4. Secretary.

         The Secretary shall attend all meetings of the Board of Directors and all meetings of Members and record all of the proceedings of the meetings of the Board of Directors and of the Members in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the Company, if any, and, when authorized by the Board of Directors, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an Assistant Secretary or of the Treasurer.

      5. Treasurer.

         The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors or as otherwise appropriate in the conduct of the Company's business, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the President or Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Company.

         If required by the Board of Directors, the Treasurer shall give the Company a bond of such type, character, and amount as the Board of Directors may require.

      6. Assistant Secretary and Assistant Treasurer.

         In the absence of the Secretary or Treasurer, an Assistant Secretary or Assistant Treasurer, respectively, shall perform the duties of the Secretary or Treasurer. The Assistant Secretaries and Assistant Treasurers, in general, shall have such powers and perform such duties as the Treasurer or Secretary, respectively, or the Board of Directors or President may prescribe.

   5. Liabilities of Officers.

Except as otherwise expressly provided herein, the liabilities of the Officers shall be limited as set forth in Article 2.42C of the Texas Business Corporation Act (or any successor statute).

8. Indemnification of Directors, Officers, and Other Agents.
   1. Indemnification.

      The Company shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any action, suit, or other proceeding (whether judicial, administrative, arbitrative, or investigative), in any appeal therefrom, or in any inquiry that could lead to any such proceeding, because the person is or was a Director, officer, employee, or agent of the Company or serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise as follows:

      1. Such person shall be indemnified to the fullest extent permitted by law against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but, if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.
      2. Such person shall be indemnified under these Regulations only if it is determined that such person conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity as a Director, that his or her conduct was in the Company's best interest, and in all other cases that his or her conduct was at least not opposed to the Company's best interests. In the case of any criminal proceeding, an additional determination must be made that such person had no reasonable cause to believe his or her conduct was unlawful.
      3. A determination of indemnification of a Director or officer of the Company must be made by a majority vote of those Directors who, at the time of the vote, are not named defendants or respondents in the proceeding (regardless of whether such Directors constitute a quorum), by a committee substantially equivalent to a committee described in subsection (2) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), by special legal counsel substantially equivalent to special legal counsel described in subsection (3) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), or by Members who hold a Majority of the Units entitled to vote on such matters and who are not named defendants or respondents in the proceeding.
   2. Expenses Advanced.

      The Company shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Director, officer, employee, or agent of the Company, or person serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Company receives a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

      The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth herein. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction and after exhaustion of all appeals therefrom.

   3. Other Provisions.

The protection and indemnification provided by these Regulations (a) shall not be deemed exclusive of any other rights to which such person may be entitled under any agreement, insurance policy, or vote of the Directors or Members, or otherwise; (b) shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity and advancement of expenses; and (c) shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of such person. The rights granted by this Article 8 shall be deemed to be contract rights, and no amendment, modification, or repeal of any provision of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification, or repeal.

9. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS
   1. Place of Board of Director Meetings.

      Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. Meetings may be held by telephonic conference.

   2. Regular Meetings of the Board of Directors.

      Regular meetings of the Board of Directors may be held with or without notice, unless notice is required under these Regulations, at such time and at such place as shall from time to time be determined by the Board of Directors.

   3. Special Meetings of the Board of Directors.

      Special meetings of the Board of Directors may be called by any Director. Notice of each special meeting of the Board of Directors shall be given to each Director at least two (2) days before the date of the meeting.

   4. Notice and Waiver of Notice.

      Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any Director, whether or not attending, may waive notice by the execution of a written waiver. Except as may be otherwise provided by these Regulations, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

   5. Quorum of Directors; Effectiveness of Action.

      At all meetings of the Board of Directors, a majority of the then-serving Directors shall constitute a quorum for the transaction of business, unless a different number is required by law or the Articles of Organization or these Regulations. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present at that meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Unless a larger majority is required by the Act, the Articles of Organization, these Regulations, or the relative preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications with respect to any Preferred Membership Interests, the affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be effective to take action as the Board of Directors at such meeting.

   6. Committees.

      The Board of Directors, by resolution, may designate from among the Directors one or more committees, each of which shall be comprised of one or more of the Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set out in Article 2.18 of the Act and the provisions of these Regulations.

   7. Delegation.

      The Board of Directors may from time to time delegate specific authorities and responsibilities to one or more officers or other agents who, pursuant to such delegations, will have the power to exercise such responsibilities and the obligation to fulfill such responsibilities.

   8. Method of Member Voting.

      Each outstanding Unit, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Members, except to the extent that the Articles of Incorporation or the resolutions creating any class or series provide for more or less than one vote per Unit or limit or deny voting rights to the holders of the Units of any class or series. Any Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. A telegram, telex, cablegram, or similar transmission by the Member or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the Member shall be treated as an execution in writing for purposes of this Section. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

   9. Meetings of Members.

      An annual meeting of the Members shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months after the last annual meeting of Members, but failure to hold any such annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least 20% of all Units of Common Membership Interest or any Director may also call a meeting of the Members. Any meeting shall be held not less than 10 nor more than 50 days after the date of written notice thereof, at such place in or outside of Texas as the notice shall specify. The notice shall describe the matters to be considered at the meeting, and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority of the Units entitled to vote shall constitute a quorum with respect to any meeting of the Members, and [Members holding a Majority of the Units of any class shall constitute a quorum with respect to Members holding that class of Units.]² Unless otherwise provided in the Articles of Organization, once a quorum is present at a meeting of Members, the Members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any Members or the refusal of any Member represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Organization, the Members represented in person or by proxy at a meeting of Members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a Majority of the Units represented in person or by proxy at that meeting. Any Member attending the meeting shall be deemed to have waived notice thereof unless he is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether or not described in the notice of the meeting.

   10. Action Without Meetings.

Any action required or permitted to be taken at a meeting of the Members, Board of Directors, or any committee may be taken without a meeting without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the number of Members, Directors, or committee members, as the case may be, that would have been necessary to constitute an approving vote on that action at a meeting at which a quorum was present. Such consent shall have the same force and effect as an affirmative vote by the requisite majority at a meeting. Except as otherwise provided in these Regulations, whenever a matter is to be voted on or consented to by the Members other than at a meeting of the Members, a Member shall have ten (10) days after receiving notice to respond to the matter in question. If a Member does not respond within the ten (10) day period, he will be deemed to have waived his right to vote on or consent to such matters.

10. DISSOLUTION AND TERMINATION
    1. Causes of Dissolution.

       The Company shall be dissolved upon the earliest to occur of the following:

       1. The affirmative vote of Members holding at least a two-third Majority of the Units entitled to vote thereon that the Company should be dissolved; or
       2. Entry of a decree of judicial dissolution under Article 6.02 of the Act;

       The Company shall not be dissolved merely because the continuing membership of the last remaining Member shall have terminated.

    2. Winding Up.

       Upon the dissolution of the Company, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member, Director, or officer shall take any action on behalf of the Company that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs. The Board of Directors (or, in the event there is no remaining Director, any person elected by Members holding a Majority of the Units entitled to vote thereon) shall be responsible for overseeing the winding up of the Company and shall take full account of the Company's liabilities and property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

       1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors including creditors who are also Members;
       2. Thereafter, the balance, if any, to the Members in proportion to their ownership of the Units or, if there is more than one class or series of Units, among the classes and series in a manner consistent with the relative preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications thereof and (within each such class or series) in proportion to their ownership of the Units of such class or series.

    In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 10 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to these Regulations.

11. GENERAL PROVISIONS
    1. Company Records.

       Pursuant to Article 2.22 of the Act, the Company shall keep and maintain the following records in its principal office in the United States or make them available in that office within five days after the date of receipt of a written request of a Member or an assignee of a Membership Interest made to the Secretary of the Company at its principal place of business:

       1. a current list that states:
          1. the name and mailing address of each Member;
          2. the Units of each class and series of Membership Interest owned by each Member; and
          3. if one or more classes or groups are established in or under the Articles or Organization or these Regulations, the names of the Members who are Members of each specified class or group;
       2. copies of the federal, state, and local information or income tax returns for each of the Company's six most recent tax years;
       3. a copy of the Articles of Organization and these Regulations, all amendments or restatements thereof, executed copies of any powers of attorney, and copies of any document that creates, in the manner provided by the Articles of Organization or these Regulations, classes or series of Units or classes or groups of Members;
       4. a written statement of:
          1. the amount of the cash contribution and a description and statement of the agreed value of any other contribution made by each Member, and the amount of the cash contribution and a description and statement of the agreed value of any other contribution that the Member has agreed to make in the future as an additional contribution;
          2. the times at which additional contributions are to be made or events requiring additional contributions to be made;
          3. events requiring the Company to be dissolved and its affairs wound up; and
          4. the date on which each Member in the Company became a Member; and
          5. correct and complete books and records of account of the Company.

          The Company shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

          The Company shall keep in its registered office in Texas and make available to Members on reasonable request the street address of its principal United States office in which the records required by this section are maintained or will be available.

          A Member, on written request stating the purpose, may examine and copy, in person or by the Member's representative, at any reasonable time, for any proper purpose, and at the Member's expense, records required to be kept under this Section and other information regarding the business, affairs, and financial condition of the Company as is just and reasonable for the person to examine and copy.

          On the written request by any Member made to the Company at the Company's principal office address, the Company shall provide to the requesting Member without charge true copies of:

       5. the Articles of Organization and these Regulations and all amendments or restatements thereof; and
       6. any of the tax returns described in Subdivision (2) of Section A of Article 2.22 of the Act.

       Notwithstanding the foregoing provisions of this Section 11.1 to the contrary, to the extent permitted by law, the Board of Directors may keep confidential from the Members, for such period of time as the Board of Directors determines, (a) any information determined by the Board of Directors to be in the nature of trade secrets or (b) other information the disclosure of which the Board of Directors determines (i) is not in the best interests of or could damage the Company or any of its affiliates or (ii) is required to be kept confidential by the Company or any affiliate by law or by agreement with any third party.

    2. Notice.

       Except as otherwise required by law, any notice to Members or Directors shall be in writing and shall be delivered personally or mailed to the Members or Directors at their respective addresses appearing on the books of the Company, or shall be given in any other manner allowed by law and adopted by resolution of the Board of Directors. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to Directors may also be given by telephone. Whenever any notice is required to be given under the provisions of applicable statutes or of the Articles of Organization or of these Regulations, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

    3. Seal.

       The seal of the Company, if any, shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

    4. Applicable Law.

       These Regulations, and the rights, interests, and obligations of the Members with respect to the Company, shall be governed by, interpreted, construed, and enforced in accordance with the Act and, as made applicable by the Act, the other laws of the State of Texas.

    5. Terminology.

       All personal pronouns used in these Regulations, whether masculine, feminine, or neuter, shall include all other genders, and the singular shall include the plural and vice versa whenever the context requires.

    6. Headings.

       The cover page, table of contents, titles of articles, sections, etc. used in these Regulations are used for convenience only and shall not be considered in construing the terms of these Regulations.

    7. Amendments.

       Except as otherwise specifically provided in these Regulations, these Regulations may be amended, altered, or repealed by the Board of Directors without the approval, consent, or affirmative vote of the Members. No amendment to these Regulations will be effective until reduced to writing.

    8. Mergers and Exchanges.

       The Company may be a party to (a) a merger or (b) an exchange or acquisition of the type described in Article 5.02 of the Texas Business Corporation Act, subject to the requirements of these Regulations.

    9. No State-Law Partnership.

The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Director be a partner or joint venturer of any other Member or Director, and these Regulations may not be construed to suggest otherwise.

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THE NEXT PAGE OF THIS DOCUMENT IS PAGE S-1.]

ADOPTED TO BE EFFECTIVE AS OF DECEMBER 31, 2005.

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Director

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Director

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Director

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Director

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1.  Does the definition need to be refined to distinguish dividends from return of capital?

2.  Texas law permits you to set a lower quorum if you prefer.

EX-99

Exhibit A-10

REGULATIONS OF ENTERGY LOUISIANA PROPERTIES, LLC

A TEXAS LIMITED LIABILITY COMPANY

SOME OR ALL OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS REPRESENTED BY THESE LIMITED LIABILITY COMPANY REGULATIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF SUCH LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THESE LIMITED LIABILITY COMPANY REGULATIONS, AND IN ANY EVENT IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES. BY ACQUIRING THE LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST REPRESENTED BY THESE LIMITED LIABILITY COMPANY REGULATIONS, EACH MEMBER AGREES THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER AND THE TERMS AND PROVISIONS OF THESE REGULATIONS.

REGULATIONS OF ENTERGY LOUISIANA PROPERTIES, LLC

A TEXAS LIMITED LIABILITY COMPANY

These regulations of Entergy Louisiana Properties, LLC (the "Regulations") are adopted by the Board of Directors to be effective as of the date on which the Articles of Organization, as filed with the Texas Secretary of State, become effective for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Articles of Organization and in these Regulations.

1. DEFINITIONS

Subject to additional definitions contained in subsequent Articles of these Regulations which are applicable to specific Articles or Sections thereof, capitalized terms used in these Regulations have the meanings set forth below:

1. "Act" means the Texas Limited Liability Company Act, and any successor statute, as amended from time to time.
2. "Articles of Organization" means the Articles of Organization of the Company filed with the Secretary of State of the State of Texas pursuant to Article 3.02 of the Act, as amended and restated from time to time.
3. "Available Cash" means the cash balance of the Company from time to time after the payment of, or provision for the payment of, all of the Company's obligations then due and after the establishment of such reserves as the Board of Directors may think appropriate for all debts, expenses, capital improvements, replacements, and contingencies of the Company.
4. "Board of Directors" has the meaning given in the Articles of Organization.
5. "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.
6. "Company" means the limited liability company formed under the Act pursuant to these Regulations, under the name Entergy Louisiana Properties, LLC.
7. "Director" has the meaning given in the Articles of Organization.
8. "Majority of the Units" means a majority of the votes which the holders of such Units are entitled to cast.
9. "Members" means those persons who are holders of record of Units from time to time.
10. "Membership Interest" means an ownership interest in the Company held by a Member and represented by a number of Units, including any and all benefits to which the holder of such a Membership Interest may be entitled as provided in or pursuant to the Act, the Articles of Organization, or these Regulations, together with all obligations of such person to comply with the terms and provisions of these Regulations and applicable law.
11. "Regulations" means these Regulations of Entergy Louisiana Properties, LLC together with all exhibits hereto, as amended and restated from time to time.
12. "Unit" means a denomination of Membership Interest in the Company as described in the Articles of Organization or in these Regulations.

2. ORGANIZATION
   1. Formation.

      The Company is formed under the Act and is to be governed by the Articles of Organization, by these Regulations, and by the Act.

   2. Statutory Requirements.

      The Company's organizer has caused Articles of Organization to be executed and filed with the Secretary of State of the State of Texas. The Board of Directors may authorize and cause to be filed Articles of Amendment to the Articles of Organization without the necessity of consent by the Members. Except as otherwise provided in the Articles of Organization or in these Regulations, the Board of Directors may by a simple majority vote adopt, alter, amend, or repeal these Regulations without the necessity of consent by the Members.

   3. Principal Place of Business.

      The principal place of business of the Company shall be at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126 or such other address as the Board of Directors may determine.

   4. Term.

      The term of the Company's existence shall commence when the Articles of Organization, as filed with the Texas Secretary of State, become effective and shall continue in perpetuity unless and until the Company's existence is terminated under Article 10 of these Regulations.

3. CAPITAL
   1. Establishment of Membership Interests.

      The Company shall have the authority to issue a single class of Membership Interests represented by Units. Upon the issuance of any Membership Interest as provided in these Regulations, the Membership Interest so issued shall be deemed to be duly and validly issued. The aggregate number of Units of Membership Interests which the Company shall have authority to issue and have outstanding at any time is [one thousand (1,000)] Units of Membership Interests.

   2. Capitalization.

      The Units of Membership Interest in the Company shall have such liquidation value (or no liquidation value) as shall be provided by resolution of the Board of Directors in connection with the initial issuance of any Units. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value and sufficiency of the consideration received for Units shall be conclusive.

   3. Certificates of Membership Interest.

      The Company may issue certificates evidencing ownership of Units, containing such recitals, terms, and provisions as are required by law, by the Articles of Organization, or by these Regulations, or as the Board of Directors may determine from time to time. The Board of Directors may promulgate procedures from time to time for the transfer of Units evidenced by such certificates.

      The Units shall be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, and may be sealed with the seal of the Company or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer on the date of its issue. The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued. Each certificate shall state on the face thereof the holder's name, the number of Units evidenced thereby, and the liquidation value of such Units or a statement that such Units are without liquidation value. Certificates shall conspicuously state on the front or back thereof either the preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications of the Units or that such information is stated in the Company's Articles of Organization or Regulations and that the Company, on written request to its principal place of business or registered office, will provide a free copy of such information to the record holder of the certificate.

      The certificates representing any Membership Interests will bear the following legend:

      "The rights and privileges of the holder hereof are subject to the provisions of the Company's Articles of Organization and Regulations. A copy of such Regulations as in effect from time to time will be furnished without charge by the issuer to the holder hereof upon written request."

      The Board of Directors or any officer authorized by the Board of Directors for such purposes may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors or such authorized officer may, in their or his discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

      Units shall be transferable only on the books of the Company by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Company or the transfer agent of the Company of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Company.

   4. Registered Holders as Owners.
      1. The Company may regard the person in whose name any Units issued by the Company are registered in the transfer records of the Company at any particular time as the owner of those Units at that time for purposes of voting those Units, receiving distributions thereon or notices in respect thereof, transferring those Units, exercising rights relating thereto, or giving proxies with respect to those Units; and
      2. Neither the Company nor any of its officers, Directors, employees, or agents shall be liable for regarding that person as the owner of those Units at that time for those purposes, regardless of whether that person possesses a certificate for those Units.
   5. Record Dates.

      For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to receive a distribution by the Company, or in order to make a determination of Members for any other purpose (other than determining Members entitled to consent to action by Members proposed to be taken without a meeting of Members), the Board of Directors may provide that the transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the transfer records shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in the case of a meeting of Members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Members is to be taken. With respect to any record date, the record ownership of Membership Interests as of such date shall be determined as of the opening of business on such date. If the transfer records are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the transfer records and the stated period of closing has expired.

      Whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is not required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of the books in which proceedings of meetings of Members are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Secretary or principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

   6. Liability of Members.

      Each Member's liability shall be limited as described in Article 4.03 of the Act.

   7. Membership Interest Acquired Directly From The Company.

      After the formation of the Company, the Board of Directors or any officer authorized by the Board of Directors for such purposes may admit any person as a Member upon the payment to the Company of such subscription price for the Membership Interest acquired by him, and on the Member's satisfaction of such other conditions, as the Board of Directors shall determine. Except as provided in the Articles of Organization or as otherwise provided herein, the approval or consent of the Members shall not be required for the admission of any person as a Member.

   8. Right of Transferee to Become a Member.

      A transferee of all or part of a Member's Membership Interest whose ownership is recorded in the transfer records of the Company in accordance with Section 3.3 hereof shall become a Member, and shall have all of the rights and privileges arising out of or associated with the assigned Membership Interest, without any further action of the Company, the Board of Directors, or the Members. The assignor of such Membership Interest will cease to be a Member upon the effectiveness of the assignment when recorded in the transfer records of the Company in accordance with Section 3.3 hereof.

   9. Restrictions on Transfers.

      The Company may impose restrictions on the transfer of Membership Interests as determined by the Board of Directors from time to time, provided, however, that any such restriction that acts to amend, alter, change, or repeal the rights of holders of Membership Interests then outstanding in a manner prejudicial to such holders must be approved by at least a Majority of the Units of such affected holders.

   10. Withdrawal of a Member.

       No Member shall have the right, by statute or otherwise, to withdraw as a Member of the Company.

   11. No Preemptive Rights.

       Except as otherwise provided by agreement with the Company, no Member shall have any preemptive, preferential, or other right with respect to the issuance or sale of Membership Interests that may be issued or sold by the Company.

   12. Other Matters.

The Board of Directors or any officer authorized by the Board of Directors for such purposes may compromise or release any obligation of a Member (or a Member's legal representative or successor) to make a contribution to the Company, to otherwise pay cash or transfer property to the Company, or to return cash or property paid or distributed by the Company to the Member in violation of the Act, the Articles of Organization, or the Regulations.

4. ALLOCATIONS AND DISTRIBUTIONS WITH RESPECT TO MEMBERSHIP INTERESTS; CAPITAL ACCOUNTS
   1. Allocations.

      Income, gain, loss, and deduction shall be allocated for any fiscal year to the Members pro rata in proportion to the number of Units of Membership Interests held by each Member.

   2. Distributions.

      Available Cash shall be distributed to the Members from time to time as determined by the Board of Directors in their sole discretion, except as otherwise provided in or pursuant to the Articles of Organization or these Regulations. Each such distribution shall be made to the Members in proportion to their ownership of the outstanding Units.

   3. Capital Accounts.

      A separate capital account shall be maintained on the books of the Company for each Member. A Member's capital account shall be credited with the Member's capital contributions and allocable share of profits and debited with the amount of cash and the fair market value of property distributed to such Member from the Company and such Member's allocable share of loss. Except as otherwise provided herein, no Member shall be obligated to restore a deficit in the Member's capital account solely by reason of a negative capital account balance. No Member shall be entitled to receive any interest on, or salary or drawing with respect to, his capital contributions, except as otherwise provided herein or in a separate agreement.

5. ACCOUNTING AND TAX MATTERS
   1. Company to be Disregarded Entity.

      The Company is intended to be a "disregarded entity" for federal income tax purposes and all of its income, gain, loss, and deduction will be reported on the tax return of its Member. The Company will not file separate federal income tax returns.

   2. Fiscal Year.

      The fiscal year of the Company shall be the fiscal year of its Member.

   3. Method of Accounting.

      The books of the Company, for both tax and financial reporting purposes, shall be kept on the method of accounting selected by the Board of Directors, but in a manner consistent with the Company's Member.

   4. Tax Returns.

The Board of Directors shall cause Company tax returns (other than federal tax returns, which the Company will only file should the Company cease to be a disregarded entity for any reason) to be prepared and filed with appropriate authorities on a timely basis.

6. DIRECTORS
   1. Number; Qualifications.

      The managers of the Company, each of whom shall be a Director, shall initially consist of four persons. The number of Directors may be changed from time to time by amendment to these Regulations. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas nor Members of the Company.

   2. Authority of the Board of Directors.

      Except and to the extent that the Act, the Articles of Organization, or these Regulations shall reserve the same to the Members in whole or in part or otherwise restrict the powers of the Board of Directors, the powers of the Company shall be exercised under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors of the Company.

      The Directors shall not be agents of the Company for the purpose of its business pursuant to Article 2.21(C) of the Act, and shall not individually have the authority to act for the Company or otherwise bind the Company.

      The Board of Directors shall have no authority to merge or dissolve the Company, undertake any conversion, liquidate the Company, or dispose of substantially all of its assets without the consent of Members holding at least a Majority of the Units entitled to vote thereon.

   3. Election and Removal.

      The persons serving as Directors shall be elected and removed from time to time, with or without cause, by Members holding a Majority of the Units entitled to vote thereon. Except as otherwise provided in the Articles of Organization or in these Regulations, any vacancy occurring in Directors other than as a result of the removal of a Director by the Members may be filled by the vote of a majority of the remaining Directors even if the number of remaining Directors does not constitute a quorum.

   4. Liabilities of Directors.

      Except as otherwise expressly provided herein, the liabilities of the Directors shall be limited as set forth in Article 2.41D of the Texas Business Corporation Act (or any successor statute).

7. Officers
   1. Appointment, Number, Qualification, Term, Compensation.

      The officers of the Company shall be appointed by the Board of Directors and shall consist of a Chair of the Board, a President, a Secretary, and a Treasurer. The Board of Directors may also appoint Vice-Presidents, one or more Assistant Secretaries, and Assistant Treasurers and such other officers and assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors by resolution not inconsistent with these Regulations. Two or more offices may be held by the same person. None of the officers need be Directors. The Board of Directors shall have the power to authorize contracts for the employment and compensation of officers for such terms as the Board of Directors deems advisable. The salaries of all officers and agents of the Company shall be fixed by the Board of Directors.

   2. Removal.

      The officers of the Company shall hold office until their successors are appointed and qualify, or until their death, resignation, or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in their judgment, the best interest of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create contract rights.

   3. Vacancies.

      Any vacancy occurring in any office of the Company by death, resignation, removal, or otherwise shall be filled by the Board of Directors.

   4. Authority.

      Officers and agents shall have such authority and perform such duties in the management of the Company as may be provided by the Act or these Regulations or as shall be determined from time to time by resolution not inconsistent with these Regulations.

      The duties and authorities of the following officers shall be as set forth below:

      1. Chair of the Board.

         The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.

      2. President.

         The President shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors in the absence or disability of the Chair of the Board. The President shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by these Regulations or the Board of Directors to some other person.

      3. Vice-President.

         Vice-Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

      4. Secretary.

         The Secretary shall attend all meetings of the Board of Directors and all meetings of Members and record all of the proceedings of the meetings of the Board of Directors and of the Members in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the Company, if any, and, when authorized by the Board of Directors, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an Assistant Secretary or of the Treasurer.

      5. Treasurer.

         The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors or as otherwise appropriate in the conduct of the Company's business, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the President or Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Company.

         If required by the Board of Directors, the Treasurer shall give the Company a bond of such type, character, and amount as the Board of Directors may require.

      6. Assistant Secretary and Assistant Treasurer.

         In the absence of the Secretary or Treasurer, an Assistant Secretary or Assistant Treasurer, respectively, shall perform the duties of the Secretary or Treasurer. The Assistant Secretaries and Assistant Treasurers, in general, shall have such powers and perform such duties as the Treasurer or Secretary, respectively, or the Board of Directors or President may prescribe.

   5. Liabilities of Officers.

Except as otherwise expressly provided herein, the liabilities of the Officers shall be limited as set forth in Article 2.42C of the Texas Business Corporation Act (or any successor statute).

8. Indemnification of DIRECTORS, Officers, and Other Agents.
   1. Indemnification.

      The Company shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any action, suit, or other proceeding (whether judicial, administrative, arbitrative, or investigative), in any appeal therefrom, or in any inquiry that could lead to any such proceeding, because the person is or was a Director, officer, employee, or agent of the Company or serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise as follows:

      1. Such person shall be indemnified to the fullest extent permitted by law against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but, if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.
      2. Such person shall be indemnified under these Regulations only if it is determined that such person conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity as a Director, that his or her conduct was in the Company's best interest, and in all other cases that his or her conduct was at least not opposed to the Company's best interests. In the case of any criminal proceeding, an additional determination must be made that such person had no reasonable cause to believe his or her conduct was unlawful.
      3. A determination of indemnification of a Director or officer of the Company must be made by a majority vote of those Directors who, at the time of the vote, are not named defendants or respondents in the proceeding (regardless of whether such Directors constitute a quorum), by a committee substantially equivalent to a committee described in subsection (2) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), by special legal counsel substantially equivalent to special legal counsel described in subsection (3) of Section F of Article 2.02-1 of the Texas Business Corporation Act (or any successor statute), or by Members who hold a Majority of the Units entitled to vote on such matters and who are not named defendants or respondents in the proceeding.
   2. Expenses Advanced.

      The Company shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Director, officer, employee, or agent of the Company, or person serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Company receives a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

      The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth herein. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction and after exhaustion of all appeals therefrom.

   3. Other Provisions.

      The protection and indemnification provided by these Regulations (a) shall not be deemed exclusive of any other rights to which such person may be entitled under any agreement, insurance policy, or vote of the Directors or Members, or otherwise; (b) shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity and advancement of expenses; and (c) shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of such person. The rights granted by this Article 8 shall be deemed to be contract rights, and no amendment, modification, or repeal of any provision of this Article 8 shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification, or repeal.

9. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS
   1. Place of Board of Director Meetings.

      Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. Meetings may be held by telephonic conference.

   2. Regular Meetings of the Board of Directors.

      Regular meetings of the Board of Directors may be held with or without notice, unless notice is required under these Regulations, at such time and at such place as shall from time to time be determined by the Board of Directors.

   3. Special Meetings of the Board of Directors.

      Special meetings of the Board of Directors may be called by any Director. Notice of each special meeting of the Board of Directors shall be given to each Director at least two (2) days before the date of the meeting.

   4. Notice and Waiver of Notice.

      Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any Director, whether or not attending, may waive notice by the execution of a written waiver. Except as may be otherwise provided by these Regulations, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

   5. Quorum of Directors; Effectiveness of Action.

      At all meetings of the Board of Directors, a majority of the then-serving Directors shall constitute a quorum for the transaction of business, unless a different number is required by law or the Articles of Organization or these Regulations. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present at that meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Unless a larger majority is required by the Act, the Articles of Organization, or these Regulations, the affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be effective to take action as the Board of Directors at such meeting.

   6. Committees.

      The Board of Directors, by resolution, may designate from among the Directors one or more committees, each of which shall be comprised of one or more of the Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set out in Article 2.18 of the Act and the provisions of these Regulations.

   7. Delegation.

      The Board of Directors may from time to time delegate specific authorities and responsibilities to one or more officers or other agents who, pursuant to such delegations, will have the power to exercise such responsibilities and the obligation to fulfill such responsibilities.

   8. Method of Member Voting.

      Each outstanding Unit shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Any Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. A telegram, telex, cablegram, or similar transmission by the Member or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the Member shall be treated as an execution in writing for purposes of this Section. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

   9. Meetings of Members.

      An annual meeting of the Members shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months after the last annual meeting of Members, but failure to hold any such annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least 20% of all Units of Membership Interest or any Director may also call a meeting of the Members. Any meeting shall be held not less than 10 nor more than 50 days after the date of written notice thereof, at such place in or outside of Texas as the notice shall specify. The notice shall describe the matters to be considered at the meeting, and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority of the Units entitled to vote shall constitute a quorum with respect to any meeting of the Members. Unless otherwise provided in the Articles of Organization, once a quorum is present at a meeting of Members, the Members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any Members or the refusal of any Member represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Organization, the Members represented in person or by proxy at a meeting of Members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a Majority of the Units represented in person or by proxy at that meeting. Any Member attending the meeting shall be deemed to have waived notice thereof unless he is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether or not described in the notice of the meeting.

   10. Action Without Meetings.

Any action required or permitted to be taken at a meeting of the Members, Board of Directors, or any committee may be taken without a meeting without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the number of Members, Directors, or committee members, as the case may be, that would have been necessary to constitute an approving vote on that action at a meeting at which a quorum was present. Such consent shall have the same force and effect as an affirmative vote by the requisite majority at a meeting. Except as otherwise provided in these Regulations, whenever a matter is to be voted on or consented to by the Members other than at a meeting of the Members, a Member shall have ten (10) days after receiving notice to respond to the matter in question. If a Member does not respond within the ten (10) day period, he will be deemed to have waived his right to vote on or consent to such matters.

10. DISSOLUTION AND TERMINATION
    1. Causes of Dissolution.

       The Company shall be dissolved upon the earliest to occur of the following:

       1. The affirmative vote of Members holding at least a two-third Majority of the Units entitled to vote thereon that the Company should be dissolved; or
       2. Entry of a decree of judicial dissolution under Article 6.02 of the Act;

       The Company shall not be dissolved merely because the continuing membership of the last remaining Member shall have terminated.

    2. Winding Up.

       Upon the dissolution of the Company, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member, Director, or officer shall take any action on behalf of the Company that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs. The Board of Directors (or, in the event there is no remaining Director, any person elected by Members holding a Majority of the Units entitled to vote thereon) shall be responsible for overseeing the winding up of the Company and shall take full account of the Company's liabilities and property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

       1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors including creditors who are also Members;
       2. Thereafter, the balance, if any, to the Members in proportion to their ownership of the Units.

    In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 10 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to these Regulations.

11. GENERAL PROVISIONS
    1. Company Records.

       Pursuant to Article 2.22 of the Act, the Company shall keep and maintain the following records in its principal office in the United States or make them available in that office within five days after the date of receipt of a written request of a Member or an assignee of a Membership Interest made to the Secretary of the Company at its principal place of business:

       1. a current list that states:
          1. the name and mailing address of each Member; and
          2. the Units of Membership Interest owned by each Member.
       2. copies of the federal (if any), state, and local information or income tax returns for each of the Company's six most recent tax years;
       3. a copy of the Articles of Organization and these Regulations, all amendments or restatements thereof, executed copies of any powers of attorney, and copies of any document that creates, in the manner provided by the Articles of Organization or these Regulations, additional issuances of Units;
       4. a written statement of:
          1. the amount of the cash contribution and a description and statement of the agreed value of any other contribution made by each Member, and the amount of the cash contribution and a description and statement of the agreed value of any other contribution that the Member has agreed to make in the future as an additional contribution;
          2. the times at which additional contributions are to be made or events requiring additional contributions to be made;
          3. events requiring the Company to be dissolved and its affairs wound up; and
          4. the date on which each Member in the Company became a Member; and
          5. correct and complete books and records of account of the Company.

          The Company shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

          The Company shall keep in its registered office in Texas and make available to Members on reasonable request the street address of its principal United States office in which the records required by this section are maintained or will be available.

          A Member, on written request stating the purpose, may examine and copy, in person or by the Member's representative, at any reasonable time, for any proper purpose, and at the Member's expense, records required to be kept under this Section and other information regarding the business, affairs, and financial condition of the Company as is just and reasonable for the person to examine and copy.

          On the written request by any Member made to the Company at the Company's principal office address, the Company shall provide to the requesting Member without charge true copies of:

       5. the Articles of Organization and these Regulations and all amendments or restatements thereof; and
       6. any of the tax returns described in Subdivision (2) of Section A of Article 2.22 of the Act.

       Notwithstanding the foregoing provisions of this Section 11.1 to the contrary, to the extent permitted by law, the Board of Directors may keep confidential from the Members, for such period of time as the Board of Directors determines, (a) any information determined by the Board of Directors to be in the nature of trade secrets or (b) other information the disclosure of which the Board of Directors determines (i) is not in the best interests of or could damage the Company or any of its affiliates or (ii) is required to be kept confidential by the Company or any affiliate by law or by agreement with any third party.

    2. Notice.

       Except as otherwise required by law, any notice to Members or Directors shall be in writing and shall be delivered personally or mailed to the Members or Directors at their respective addresses appearing on the books of the Company, or shall be given in any other manner allowed by law and adopted by resolution of the Board of Directors. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to Directors may also be given by telephone. Whenever any notice is required to be given under the provisions of applicable statutes or of the Articles of Organization or of these Regulations, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

    3. Seal.

       The seal of the Company, if any, shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

    4. Applicable Law.

       These Regulations, and the rights, interests, and obligations of the Members with respect to the Company, shall be governed by, interpreted, construed, and enforced in accordance with the Act and, as made applicable by the Act, the other laws of the State of Texas.

    5. Terminology.

       All personal pronouns used in these Regulations, whether masculine, feminine, or neuter, shall include all other genders, and the singular shall include the plural and vice versa whenever the context requires.

    6. Headings.

       The cover page, table of contents, titles of articles, sections, etc. used in these Regulations are used for convenience only and shall not be considered in construing the terms of these Regulations.

    7. Amendments.

       Except as otherwise specifically provided in these Regulations, these Regulations may be amended, altered, or repealed by the Board of Directors without the approval, consent, or affirmative vote of the Members. No amendment to these Regulations will be effective until reduced to writing.

    8. Mergers and Exchanges.

       The Company may be a party to (a) a merger or (b) an exchange or acquisition of the type described in Article 5.02 of the Texas Business Corporation Act, subject to the requirements of these Regulations.

    9. No State-Law Partnership.

The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Director be a partner or joint venturer of any other Member or Director, and these Regulations may not be construed to suggest otherwise.

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ADOPTED TO BE EFFECTIVE AS OF DECEMBER 31, 2005.

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Director

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Director

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Director

EX-99

Exhibit B-2

AMENDED AND RESTATED MONEY POOL AGREEMENT

This Amended and Restated Money Pool Agreement (this "Agreement"), dated as of the ___ day of December, 2005 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., ("Holdings"), a Texas Corporation, Entergy Louisiana LLC ("ELL"), a Texas limited liability company, Entergy Louisiana Properties, LLC ("ELP"), a Texas limited liability company, Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., an Arkansas Corporation ("SERI"), Entergy Operations, Inc., a Delaware Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("S FI") (each a "Participant" and, collectively, the "Participants"), amends, restates and supercedes that certain Amended and Restated Money Pool Agreement, dated as of the 30^th day of November, 2004, among certain of the Participants (the "Original Agreement").

RECITALS

WHEREAS, Entergy, a registered holding company, and the other Participants, each of which is a wholly owned direct or indirect subsidiary of Entergy, are regulated by the Securities and Exchange Commission (the "SEC") under the Public Utility Holding Company Act of 1935, as amended ("PUHCA"); and

WHEREAS, Sections 6, 7, 9 and 10 of PUHCA grant the SEC jurisdiction over the issuance and acquisition of securities, including the operation of money pools or other inter-company lending arrangements within a registered holding company system; and

WHEREAS, pursuant to SEC Orders, dated November 30, 2004 (HCAR No. 27918) and _________, 2005 (HCAR No. ______) (collectively, the "SEC Order"), the Participants are authorized to execute this Agreement and continue as, or become, as applicable, parties to the Entergy System Money Pool (the "Money Pool"), through which the Participants are authorized to make unsecured short-term loans from available funds to other Participants (exclusive of Entergy and Holdings) and the Participants (exclusive of Entergy and Holdings) are authorized to make unsecured short-term borrowings from other Participants, in each case, from time to time; and

WHEREAS, pursuant to the SEC Order, the aggregate principal amount of outstanding short-term borrowings authorized to be made by each of the Participants under the Money Pool and certain other SEC authorized borrowing arrangements is subject to a dollar limitation, which dollar limitation may be modified from time to time, by subsequent order of the SEC (the "Participant Borrowing Limit"); and

WHEREAS, pursuant to the SEC Order, each of the Participants (exclusive of Entergy and Holdings) is also authorized to execute a promissory note, payable to ESI, as agent for the other Participants, evidencing at any time the obligation of the Participant to pay a principal amount equal to the applicable Participant Borrowing Limit, or if less, the unpaid aggregate principal amount of all loans made to such Participant pursuant to the Money Pool; and

WHEREAS, pursuant to the SEC Order and the terms of this Agreement, forms of the promissory notes to be issued by ESI, EAI, EGSI, ELL, ELP, EMI, ENOI, EOI and SFI to evidence the borrowings authorized to be made by each such Participant pursuant to the Money Pool are attached hereto as Exhibits A, B, C, D, E, F, G, H, and I, respectively;

WHEREAS, pursuant to the SEC Order and the terms of this Agreement, the form of the promissory note to be issued by SERI to evidence the borrowings authorized to be made by SERI through the Money Pool (including certain additional terms and conditions relating to the subordination of SERI's Money Pool borrowings) is annexed hereto as Exhibit J; and

WHEREAS, the SEC Order provides that the Money Pool is to be administered by ESI under the direction of its Treasurer; and

WHEREAS, by Order No. 634 issued by the Federal Energy Regulatory Commission (the "FERC") on June 26, 2003, the FERC amended the Uniform System of Accounts, in particular 18 C.F.R. Part 101, Account 146, to require, among other things, that all cash management or money pool arrangements, such as the Money Pool, among FERC regulated entities (including certain of the Participants) be documented by a written agreement; and

WHEREAS, consistent with the requirements of FERC Order No. 634, the parties hereto desire to enter into this Agreement to document the rights and obligations of the Participants with respect to the Money Pool and the role of ESI as administrator of the Money Pool; and

WHEREAS, pursuant to SEC order dated November 30, 2004 (HCAR No. 27918 and the Original Agreement, the Participants were authorized to make unsecured loans and borrowings from the Money Pool, from time to time; and

WHEREAS, pursuant to the SEC Order, Holdings and ELP are authorized to be added as Participants and ELL is authorized to be the successor Participant in the Money Pool to Entergy Louisiana, Inc., a Louisiana corporation ("ELI").

WHEREAS, it is necessary and desirable that the Original Agreement be amended and restated for the purpose of adding as Participants, Holdings and ELP, and designating ELL as successor Participant to ELI.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

   1. Definitions.

      "Daily Weighted Average Investment Rate" means, as applied to any day, (x) the product of (i) the aggregate total daily interest payable on all investments in the Money Pool Portfolio and (ii) 360, divided by (y) the total amount of funds invested in the Money Pool Portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool Portfolio in (i) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

      "U.S. Dollars", "Dollars" or "$" means lawful money of the United States of America.

      "Loan Rate" shall mean the Daily Weighted Average Investment Rate, as applied to any day that interest is calculated on Loans; provided, however, that in the event, on and as of any day, there are no excess Money Pool funds invested in the Money Pool Portfolio, the Daily Federal Funds Effective Rate, as quoted by the Federal Reserve Bank of New York, shall be the Loan Rate applicable to Loans for that day. The applicable Loan Rate shall apply to the entire principal amount of any Loan outstanding during the term of this Agreement.

      "Loan" or "Loans" means the unsecured, short-term loans made by any Participant to other Participants (exclusive of Entergy) pursuant to Section 2.01 hereof.

      "Money Pool" means a pool of funds administered by ESI, as agent for the Participants, consisting solely of available cash from the treasuries of the Participants, which will be loaned on a short-term basis to one or more of the Participants or otherwise invested by ESI, as agent, in the Money Pool Portfolio in the manner described in Section 2.08 hereof.

      "Money Pool Portfolio" means the portfolio of securities in which ESI, as agent for the Participants, invests excess Money Pool funds from time to time in accordance with Section 2.08 hereof.

      "Note" means the promissory note of a Participant payable to the order of ESI, as agent for the Participants, evidencing at any given time the obligation of the Participant to pay on demand a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including borrowings pursuant to the Money Pool prior to the Effective Date of this Agreement). Exhibits A, B, C, D, E, F, G, H, I and J set forth forms of the Notes to be issued by ESI, EAI, EGSI, ELL, ELP, EMI, ENOI, EOI, SFI and SERI, respectively, pursuant to this Agreement. The Note of each Participant (and corresponding Exhibit) may be amended, replaced and/or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limit or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirements.

      "Participant Borrowing Limit" shall have the meaning ascribed to that term in the Recitals to this Agreement.

      "Person" means an individual, corporation, limited liability company, partnership, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

      "PUHCA" shall have the meaning ascribed in that term in the Recitals to this Agreement.

      "SEC" shall have the meaning ascribed to that term in the Recitals to this Agreement.

      "Termination Date" shall have the meaning ascribed to that term in Section 3.01 below.

   2. Interpretation of Definitions. All definitions in the singular shall, unless the context specifies otherwise, include and mean the plural, and all references to the masculine gender shall include the feminine; and vice versa.
   3. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of Entergy and its subsidiaries' consolidated financial statements, and any financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

2. OPERATION OF MONEY POOL

   1. Money Pool Loans. During the period from the date hereof to and including the Termination Date, ESI and the other Participants shall make available to all Participants (exclusive of Entergy and Holdings, which are not permitted to effect borrowings through the Money Pool) excess funds from their treasuries in the form of short-term loans. The determination of whether a Participant at any time has funds that may be available for lending through the Money Pool will be made by, or under the direction of, its respective Treasurer or such other person(s) as such Participant may, from time to time, designate. The Money Pool will be managed by ESI with the intent of matching, to the extent possible, the available cash and borrowing requirements of the various Participants in order to minimize the need for Participants to make short-term borrowings from external sources.
   2. Allocation of Funds. Subject to the applicable Participant Borrowing Limitation described in Section 2.05, Participants making borrowings through the Money Pool (other than EOI, ESI and SFI) will be entitled to borrow, on any given day, an amount of the total funds then available for lending to the Participants determined on the basis of an equal allocation of such funds among all borrowing Participants, except that where such an allocation would provide one or more borrowing Participants with funds in excess of its or their borrowing requirements, such excess will then be available for Loans equally allocated among the remaining borrowing Participants. To the extent that EOI, ESI and SFI are permitted to effect borrowings through the Money Pool, the remaining funds then available for lending to EOI, ESI and SFI will be allocated among them in the same manner as the available funds are allocated among the other borrowing Participants. Each borrowing Participant will borrow pro rata from each lending Participant in the proportion which the total amount being loaned through the Money Pool by such lending Participant bears to the total amount then being loaned by all Participants through the Money Pool.
   3. Interest on the Loans. All loans will bear interest payable monthly at a rate, calculated on a daily basis, equal to the applicable Loan Rate.
   4. The Notes. Upon the Effective Date, ESI, EAI, EGSI, ELL, ELP, EMI, ENOI, EOI, SFI and SERI shall each execute a Note to evidence borrowings by the applicable Participant from the Money Pool. As a newly authorized Participant, ELP will execute a new Note and ELL, as the successor Participant to ELI, will execute a Note that will replace and supercede the Note issued by ELI under the Original Agreement. For the avoidance of doubt, except for the Notes to be issued by ELL and ELP, such Notes will replace and supercede the Notes issued by such Participants under the Original Agreement. Each Participant's obligation to repay a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including any borrowings by such Participant (and, in the case of ELL, by ELI) pursuant to the Money Pool prior to the Effective Date of this Agreement), shall be evidenced by such Participant's Note. The Notes will be payable to the order of ESI, as agent for the Participants, on demand, as more particularly set forth in the Notes. The Loans and the Notes evidencing the Loans shall accrue interest at the Loan Rate as provided in Section 2.03 hereof, which interest shall be payable as set forth in the Notes. Upon payment in full of any Note and all interest thereon and any other charges due from a Participant thereunder or hereunder on the Termination Date, ESI shall promptly return such Note to such Participant. Forms of the Notes to be issued by ESI, EAI, EGSI, ELL, ELP, EMI, ENOI, EOI, SFI and SERI, are/will be attached hereto as Exhibits A, B, C, D, E, F, G, H, I and J, respectively. Such Notes (and corresponding Exhibits) may be amended, replaced or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limits or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirem ents.
   5. Borrowing Limitations. Pursuant to the terms of the SEC Order, the applicable Participant Borrowing Limit, as of the Effective Date of this Agreement, with respect to each of the Participants is as follows: EAI - $235 million; EGSI - $340 million; ELL - $225 million, ELP - $50 million, EMI - $160 million, ENOI - $100 million, SERI - $140 million; EOI - $20 million; ESI - $200 million; and SFI - $200 million. The Participant Borrowing Limit pertaining to each borrowing Participant may be modified, from time to time, by order of the SEC under PUHCA. In such event, the Note issued by the affected Participant (and corresponding Exhibit) will be amended, replaced and/or superceded so as to reflect the new Participant Borrowing Limit and the Participant shall be permitted to make borrowings hereunder in an aggregate principal amount, at any time outstanding, equal to such revised Participant Borrowing Limit.
   6. Funding and Repayment. Each advance of Loans under this Agreement shall be made in U.S. Dollars in immediately available funds, at such place as to which a borrowing Participant and ESI may agree. All repayments and prepayments by a Participant of principal and all payments by such Participant of interest, and all other sums due under its Note or this Agreement, shall be made without deduction, setoff, abatement, suspension, deferment, defense or counterclaim, on or before the due date of repayment or payment, and shall be made in U.S. Dollars. All payments received by ESI from a Participant shall be applied as follows: first, to the payment of any amounts due hereunder or under its Note other than principal and interest on the Loans; second, to the payment of interest due on the Loans; and third, to the repayment of principal due on the Loans.
   7. Optional Prepayments. Each Participant, at its option, may prepay all or any part of the Loans, from time to time, without penalty or premium.
   8. Money Pool Portfolio. If any funds are remaining in the Money Pool after satisfaction of the borrowing needs of the Participants, ESI, as administrator of the Money Pool, will invest such funds and allocate the earnings thereon between or among those Participants providing such excess funds on a pro rata basis in accordance with their respective interests in such funds. ESI shall invest the excess funds in one or a combination of the types of securities that are permitted by the provisions of Section 9(c) and Rule 40 of PUHCA or other applicable regulatory requirements, in each case in a manner reasonably designed to preserve principal and optimize returns.

3. TERMINATION

1. Termination of Agreement. This Agreement shall terminate immediately upon the repeal of PUHCA effective February 8, 2006 (the "Termination Date"). Upon the Termination Date, the outstanding principal amount of all Loans and interest thereon and any other sums due under the Notes shall be immediately due and payable. Each Participant shall also have the right at any time, upon written notice to ESI and to the other Participants, to terminate its participation in the Money Pool and this Agreement, subject to its obligation to pay when due all outstanding indebtedness under its Note then in effect.

4. ESI's RESPONSIBILITIES AS ADMINISTRATOR

1. ESI's Responsibilities and Documentation Requirements. In addition to ESI's duties and responsibilities as manager and administrator of the Money Pool otherwise set forth in this Agreement or the Notes, ESI shall maintain the following written documentation with respect to the operation of the Money Pool:
1. For each Loan made through the Money Pool, or repayment thereof: the date of the Loan or repayment, the amount of the Loan or repayment, and the Loan Rate applicable to each day the Loan is outstanding.
2. For each borrowing made through the Money Pool, the date of the borrowing, the amount of the borrowing and the Loan Rate applicable to each day that the borrowing is outstanding.
3. For each investment in the Money Pool Portfolio, the date of the investment, the total amount of the investment and the amount thereof allocated to each Participant providing excess funds to the Money Pool on any day, the maturity date, if any, of the investment, and the daily interest rate payable on such investment.

Without limitation of the foregoing, ESI shall evidence all loans, borrowings and investments made by, or allocated to, each Participant on the books and records of such Participant.

5. MISCELLANEOUS

1. Notices. Any communications between or among the parties hereto, and notices provided herein to be given, may be given by facsimile transmission, electronic-mail, mailing or otherwise delivering the same to the Treasurer of ESI and the Treasurer of each affected Participant or to such other person or persons and addresses as ESI or such other affected Participant(s) may, from time to time, designate, upon written notice.
2. Waivers; Remedies Cumulative. No delay or omission to exercise any right, power or remedy accruing to ESI, as agent or administrator, or any Participant under this Agreement shall impair any such right, power or remedy of ESI, as agent or administrator, or such Participant, nor shall it be construed to be a waiver of any such right, power or remedy. Any waiver, permit, consent or approval of any kind or character on the part of ESI, as agent or administrator, or any Participant of any breach or default under this Agreement, or any waiver on the part of any ESI, as agent or administrator, or any Participant of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or by law or otherwise afforded to ESI, as agent or administrator, or any Participant shall be cumulative and not alternative.
3. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, all of which, when executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers, as of the date first above written.

ENTERGY SERVICES, INC	ENTERGY CORPORATION
By:	By:

ENTERGY ARKANSAS, INC.	ENTERGY GULF STATES, INC.
By:	By:

ENTERGY LOUISIANA, INC. (a Texas Corporation)	ENTERGY LOUISIANA, LLC
By:	By:

ENTERGY LOUISIANA PROPERTIES, INC.	ENTERGY MISSISSIPPI, INC.
By:	By:

ENTERGY NEW ORLEANS, INC.	SYSTEM ENERGY RESOURCES, INC.
By:	By:

ENTERGY OPERATIONS, INC.	SYSTEM FUELS, INC.
By:	By:

Exhibit A

FORM OF
ENTERGY SERVICES, INC.
MONEY POOL NOTE

$200,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Services, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a ra te of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY SERVICES, INC.

By:
Name:
Title:

Exhibit B

FORM OF
ENTERGY ARKANSAS, INC.
MONEY POOL NOTE

$235,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Arkansas, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Two Hundred Thirty Five Million Dollars ($235,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this N ote, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY ARKANSAS, INC.

By:
Name:
Title:

Exhibit C

FORM OF
ENTERGY GULF STATES, INC.
MONEY POOL NOTE

$340,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Gulf States, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Three Hundred Forty Million Dollars ($340,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this No te, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY GULF STATES, INC.

By:
Name:
Title:

Exhibit D

FORM OF
ENTERGY LOUISIANA, LLC
MONEY POOL NOTE

$225,000,000

 _________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Louisiana, LLC (the "Borrower"), as successor Participant to Entergy Louisiana, Inc., a Louisiana corporation ("ELI") in the Entergy System Money Pool ("Money Pool") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Money Pool, at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Two Hundred Twenty Five Million Dollars ($225,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower or ELI through the Money Pool. The Borrower further promises to pay interest on the principal amount o f this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its [officer] hereunto duly authorized.

ENTERGY LOUISIANA, LLC

By:
Name:
Title:

Exhibit E

FORM OF
ENTERGY LOUISIANA PROPERTIES, LLC
MONEY POOL NOTE

$50,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Louisiana Properties, LLC (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Fifty Million Dollars ($50,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its [officer] hereunto duly authorized.

ENTERGY LOUISIANA PROPERTIES, LLC

By:
Name:
Title:

Exhibit F

FORM OF
ENTERGY MISSISSIPPI, INC.
MONEY POOL NOTE

$160,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Mississippi, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of One Hundred Sixty Million Dollars ($160,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note , at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY MISSISSIPPI, INC.

By:
Name:
Title:

Exhibit G

FORM OF
ENTERGY NEW ORLEANS, INC.
MONEY POOL NOTE

$100,000,000

_________________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy New Orleans, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Exhibit H

FORM OF
ENTERGY OPERATIONS, INC.
MONEY POOL NOTE

$20,000,000

_________________, 20
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Operations, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Twenty Million Dollars ($20,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate o f interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY OPERATIONS, INC.

By:
Name:
Title:

Exhibit I

FORM OF
SYSTEM FUELS, INC.
MONEY POOL NOTE

$200,000,000

_________________, 20
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, System Fuels, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate o f interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM FUELS, INC.

By:
Name:
Title:

Exhibit J

FORM OF
SYSTEM ENERGY RESOURCES, INC.
MONEY POOL NOTE

$140,000,000

_________________, 20
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of [Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank")], in lawful money of the United States of America, the principal amount of One Hundred Forty Million Dollars ($140,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this No te, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

The indebtedness represented by this Note has been marked on the books of the Borrower as subordinated indebtedness and, as such, is subordinated and junior in right of payment to the Obligations (as defined below) of the Borrower, all to the extent and in the manner set forth below:

(i) if there shall occur an event of default (after the expiration of any applicable notice and/or grace period(s)) relating to any Obligations of the Borrower, then so long as such event of default shall be continuing and shall not have been cured or waived, or unless and until all such Obligations so in default shall have been paid in full in money or moneys worth at the time of receipt, no payment of principal and premium, if any, or interest shall be made upon this Note; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Borrower or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy proceedings, then the Obligations shall first be paid in full in money or moneys worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon this Note.

As used in the preceding paragraph, the term "Obligations" shall mean obligations of the Borrower relating to indebtedness for borrowed money of the Borrower to any non-affiliated entity, the terms of which include provisions requiring that the Borrower's indebtedness to one or more of its affiliated entities be deemed subordinated indebtedness.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM ENERGY RESOURCES, INC.

By:
Name:
Title:

EX-99

Exhibit B-4(a)(b)

ENTERGY LOUISIANA, INC.

TO

THE BANK OF NEW YORK
(successor to Harris Trust Company of New York)

AND


STEPHEN J. GIURLANDO
(successor to Mark F. McLaughlin)



As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of Trust
dated as of April 1, 1944


________________


Sixty-Third Supplemental Indenture


Amending and Modifying the Mortgage and Deed of Trust

Dated as of November 15, 2005

SIXTY-THIRD SUPPLEMENTAL INDENTURE

Indenture, dated as of November 15, 2005, between ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana (successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida), whose post office address is 639 Loyola Avenue, New Orleans, Louisiana 70113 (hereinafter sometimes called the "Company"), and THE BANK OF NEW YORK, a New York banking corporation (successor to HARRIS TRUST COMPANY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called "Corporate Trustee"), and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758 (said Stephen J. Giurlando being hereinafter sometimes called "Co-Trustee" and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of April 1, 1944 (h ereinafter called the "Mortgage"), which Mortgage was executed and delivered by Louisiana Power & Light Company, a corporation of the State of Florida (hereinafter sometimes called the "Florida Company"), to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the "Sixty-Third Supplemental Indenture") being supplemental thereto;

WHEREAS, Section 120 of the Mortgage provides, among other things, that the Company may cure any ambiguity contained in the Mortgage, or in any supplemental indenture, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to amend the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-Third Supplemental Indenture has been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Mortgage as follows:

1. 
   
   AMENDMENTS AND MODIFICATIONS TO THE MORTGAGE

1. Section 2 of Article I of the Mortgage, as heretofore supplemented, is hereby modified by adding definitions of "capital stock" and "common stock" before the definition of "the Company" to read as follows:

"The term "capital stock" shall mean the common stock and any preferred stock and any preference stock issued by an entity."

"The terms "Common Stock" and "common stock" shall mean the class of stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that has ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that preference stock and preferred stock, even if it has such ordinary voting power, shall not be considered common stock."

2. Section 2 of Article I of the Mortgage, as heretofore supplemented, is hereby modified by adding a definition of a "corporation" after the definition of "the Company" to read as follows:

"The terms "Corporation" and "corporation" shall mean a corporation, association, company (including, without limitation, limited liability company) or business trust, and references to "corporate" and other derivations of "corporation" herein shall be deemed to include appropriate derivations of such entities."

3. Section 2 of Article I of the Mortgage, as heretofore supplemented, is hereby modified by adding a definition of a "preference stock" and "preferred stock" after the definition of "Outstanding" to read as follows:

"The terms "Preference Stock," "preference stock," "Preferred Stock" and "preferred stock" shall mean any class of stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to common stock."

4. Section 3 of Article I of the Mortgage, as heretofore supplemented, is hereby modified by adding a definition of "Board of Directors" before the definition of "Resolution" to read as follows:

"The term "Board of Directors" shall mean the board of directors, the board of managers or the equivalent governing body of an entity, or any committee, corporation, individual or group of individuals duly authorized to act for such entity in respect of matters relating to this Indenture."

5. Section 84 of Article XV of the Mortgage, as heretofore supplemented, is hereby modified to clarify that all of the references to stockholders are deemed to include members or other owners of ownership interests in that entity and all of the references to officers and directors are deemed to include managers, trustees and other persons performing similar functions.
6. In furtherance of the foregoing, references in the Mortgage, as heretofore supplemented, to the corporate nature of the Company's existence shall, upon and after giving effect to a consolidation of the Company with, or merger of the Company into, or conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property, as an entirety to any corporation, as the case may be, be deemed to refer to the successor corporation.
1. The Mortgage, as heretofore supplemented, shall be deemed amended and modified to the extent necessary to give effect to the foregoing. Except as amended and modified hereby, the Mortgage, as heretofore supplemented, shall remain in full force and effect.

2. 
   
   MISCELLANEOUS PROVISIONS

1. Subject to the amendments provided for in this Sixty-Third Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Sixty-Third Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
2. The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-Third Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-Third Supplemental Indenture.
3. Whenever in this Sixty-Third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Sixty-Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
4. Nothing in this Sixty-Third Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Sixty-Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.
5. This Sixty-Third Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, THE BANK OF NEW YORK, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Treasurers and STEPHEN J. GIURLANDO, in token of his acceptance of the trust hereby created, has hereunto set his hand and affixed his seal, all as of the day and year first above written.

ENTERGY LOUISIANA, INC.



__________________________________
Steven C. McNeal
Vice President and Treasurer


Attest:


_________________________________
Christopher T. Screen
Assistant Secretary


Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:

_________________________________


_________________________________

THE BANK OF NEW YORK
As Successor Corporate Trustee


By: _______________________________
Robert Massimillo
Vice President


Attest:


_________________________________


Executed sealed and delivered by
THE BANK OF NEW YORK
in the presence of:

By: ______________________________
Stephen J. Giurlando
As Successor Co-Trustee

Executed sealed and delivered by
Stephen J. Giurlando
in the presence of:

STATE OF LOUISIANA
                                                } ss.:
PARISH OF ORLEANS

On this ___ day of November, 2005, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, INC., and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said corporation.

On the ___ day of November, 2005, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
Attorney Bar Roll Number 10280

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this _____ day of November, 2005, before me appeared robert massimillo to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the _____ day of November, 2005, before me personally came Robert Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, NY 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this _____ of November, 2005, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the _____ day of November, 2005, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________

ENTERGY LOUISIANA, LLC

(successor to Entergy Louisiana, Inc.)

TO

THE BANK OF NEW YORK
(successor to Harris Trust Company of New York)

AND


STEPHEN J. GIURLANDO
(successor to Mark F. McLaughlin)



As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of Trust
dated as of April 1, 1944


________________


Sixty-fourth Supplemental Indenture


Amending and Modifying the Mortgage and Deed of Trust

Effective as of January 1, 2006

SIXTY-FOURTH SUPPLEMENTAL INDENTURE

Indenture, effective as of January 1, 2006, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter sometimes called the "Company")(successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the "Louisiana Company"), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida), whose post office address is 639 Loyola Avenue, New Orleans, Louisiana 70113 , and THE BANK OF NEW YORK, a New York banking corporation (successor to HARRIS TRUST COMPANY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called "Corporate Trustee"), and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758 (said Stephen J. Giurlando being hereina fter sometimes called "Co-Trustee" and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the "Mortgage"), which Mortgage was executed and delivered by Louisiana Power & Light Company, a corporation of the State of Florida (hereinafter sometimes called the "Florida Company"), to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the "Sixty-fourth Supplemental Indenture") being supplemental thereto;

WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Sixty-Fourth Supplemental Indenture is to be recorded; and

WHEREAS, the Florida Company executed and delivered the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	March 1, 1948
Second Supplemental Indenture	November 1, 1950
Third Supplemental Indenture	September 1, 1953
Fourth Supplemental Indenture	October 1, 1954
Fifth Supplemental Indenture	January 1, 1957
Sixth Supplemental Indenture	April 1, 1960
Seventh Supplemental Indenture	June 1, 1964
Eighth Supplemental Indenture	March 1, 1966
Ninth Supplemental Indenture	February 1, 1967
Tenth Supplemental Indenture	September 1, 1967
Eleventh Supplemental Indenture	March 1, 1968
Twelfth Supplemental Indenture	June 1, 1969
Thirteenth Supplemental Indenture	December 1, 1969
Fourteenth Supplemental Indenture	November 1, 1970
Fifteenth Supplemental Indenture	April 1, 1971
Sixteenth Supplemental Indenture	January 1, 1972
Seventeenth Supplemental Indenture	November 1, 1972
Eighteenth Supplemental Indenture	June 1, 1973
Nineteenth Supplemental Indenture	March 1, 1974
Twentieth Supplemental Indenture	November 1, 1974

which supplemental indentures were recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Florida Company was merged into the Louisiana Company on February 28, 1975, and the Louisiana Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Louisiana Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Louisiana Company succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and

WHEREAS, the Louisiana Company executed and delivered the following supplemental indentures:

Designation	Dated as of
Twenty-second Supplemental Indenture	September 1, 1975
Twenty-third Supplemental Indenture	December 1, 1976
Twenty-fourth Supplemental Indenture	January 1, 1978
Twenty-fifth Supplemental Indenture	July 1, 1978
Twenty-sixth Supplemental Indenture	May 1, 1979
Twenty-seventh Supplemental Indenture	November 1, 1979
Twenty-eighth Supplemental Indenture	December 1, 1980
Twenty-ninth Supplemental Indenture	April 1, 1981
Thirtieth Supplemental Indenture	December 1, 1981
Thirty-first Supplemental Indenture	March 1, 1983
Thirty-second Supplemental Indenture	September 1, 1983
Thirty-third Supplemental Indenture	August 1, 1984
Thirty-fourth Supplemental Indenture	November 1, 1984
Thirty-fifth Supplemental Indenture	December 1, 1984
Thirty-sixth Supplemental Indenture	December 1, 1985
Thirty-seventh Supplemental Indenture	April 1, 1986
Thirty-eighth Supplemental Indenture	November 1, 1986
Thirty-ninth Supplemental Indenture	May 1, 1988
Fortieth Supplemental Indenture	December 1, 1988
Forty-first Supplemental Indenture	April 1, 1990
Forty-second Supplemental Indenture	June 1, 1991
Forty-third Supplemental Indenture	April 1, 1992
Forty-fourth Supplemental Indenture	July 1, 1992
Forty-fifth Supplemental Indenture	December 1, 1992
Forty-sixth Supplemental Indenture	March 1, 1993
Forty-seventh Supplemental Indenture	May 1, 1993
Forty-eighth Supplemental Indenture	December 1, 1993
Forty-ninth Supplemental Indenture	July 1, 1994
Fiftieth Supplemental Indenture	September 1, 1994
Fifty-first Supplemental Indenture	March 1, 1996
Fifty-second Supplemental Indenture	March 1, 1998
Fifty-third Supplemental Indenture	March 1, 1999
Fifty-fourth Supplemental Indenture	June 1, 1999
Fifty-fifth Supplemental Indenture	May 15, 2000
Fifty-sixth Supplemental Indenture	March 1, 2002
Fifty-seventh Supplemental Indenture	March 1, 2004
Fifty-eighth Supplemental Indenture	October 1, 2004
Fifty-ninth Supplemental Indenture	October 15, 2004
Sixtieth Supplemental Indenture	May 1, 2005
Sixty-first Supplemental Indenture	August 1, 2005
Sixty-second Supplemental Indenture	October 1, 2005
Sixty-third Supplemental Indenture	November 15, 2005

which supplemental indentures were recorded in various Parishes in the State of Louisiana; and

WHEREAS, in addition to the property described in the Mortgage, as supplemented, the Louisiana Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Florida Company or the Louisiana Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3% Series due 1974	$ 17,000,000	None
3 1/8% Series due 1978	10,000,000	None
3% Series due 1980	10,000,000	None
4% Series due 1983	12,000,000	None
3 1/8% Series due 1984	18,000,000	None
4 3/4% Series due 1987	20,000,000	None
5% Series due 1990	20,000,000	None
4 5/8% Series due 1994	25,000,000	None
5 3/4% Series due 1996	35,000,000	None
5 5/8% Series due 1997	16,000,000	None
6 1/2% Series due September 1, 1997	18,000,000	None
7 1/8% Series due 1998	35,000,000	None
9 3/8% Series due 1999	25,000,000	None
9 3/8% Series due 2000	20,000,000	None
7 7/8% Series due 2001	25,000,000	None
7 1/2% Series due 2002	25,000,000	None
7 1/2% Series due November 1, 2002	$25,000,000	None
8% Series due 2003	45,000,000	None
8 3/4% Series due 2004	45,000,000	None
9 1/2% Series due November 1, 1981	50,000,000	None
9 3/8% Series due September 1, 1983	50,000,000	None
8 3/4% Series due December 1, 2006	40,000,000	None
9% Series due January 1, 1986	75,000,000	None
10% Series due July 1, 2008	60,000,000	None
10 7/8% Series due May 1, 1989	45,000,000	None
13 1/2% Series due November 1, 2009	55,000,000	None
15 3/4% Series due December 1, 1988	50,000,000	None
16% Series due April 1, 1991	75,000,000	None
16 1/4% Series due December 1, 1991	100,000,000	None
12% Series due March 1, 1993	100,000,000	None
13 1/4% Series due March 1, 2013	100,000,000	None
13% Series due September 1, 2013	50,000,000	None
16% Series due August 1, 1994	100,000,000	None
14 3/4% Series due November 1, 2014	55,000,000	None
15 1/4% Series due December 1, 2014	35,000,000	None
14% Series due December 1, 1992	60,000,000	None
14 1/4% Series due December 1, 1995	15,000,000	None
10 1/2% Series due April 1, 1993	200,000,000	None
10 3/8% Series due November 1, 2016	280,000,000	None
Series 1988A due September 30, 1988	13,334,000	None
Series 1988B due September 30, 1988	10,000,000	None
Series 1988C due September 30, 1988	6,667,000	None
10.36% Series due December 1, 1995	75,000,000	None
10 1/8% Series due April 1, 2020	100,000,000	None
Environmental Series A due June 1, 2021	52,500,000	None
Environmental Series B due April 1, 2022	20,940,000	None
7.74% Series due July 1, 2002	179,000,000	None
8 1/2% Series due July 1, 2022	90,000,000	None
Environmental Series C due December 1, 2022	25,120,000	None
6.00% Series due March 1, 2000	100,000,000	None
Environmental Series D due May 1, 2023	34,364,000	None
Environmental Series E due December 1,2023	25,991,667	None
Environmental Series F due July 1, 2024	21,335,000	None
Collateral Series 1994-A, due July 2, 2017	117,805,000	$109,290,000
Collateral Series 1994-B, due July 2, 2017	58,865,000	54,630,000
Collateral Series 1994-C, due July 2, 2017	31,575,000	29,290,000
8 3/4% Series due March 1, 2026	115,000,000	None
6 1/2% Series due March 1, 2008	115,000,000	None
5.80% Series due March 1, 2002	75,000,000	None
Environmental Series G due June 1, 2030	67,200,000	67,200,000
8 1/2% Series due June 1, 2003	150,000,000	None
7.60% Series due April 1, 2032	150,000,000	150,000,000
5.50% Series due April 1, 2019	100,000,000	100,000,000
6.40% Series due October 1, 2034	70,000,000	70,000,000
5.09% Series due November 1, 2014	$115,000,000	$115,000,000
4.67% Series due June 1, 2010	55,000,000	55,000,000
5.56% Series due September 1, 2015	100,000,000	100,000,000
6.30% Series due September 1, 2035	100,000,000	100,000,000
5.83% Series due November 1, 2010	150,000,000	150,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-ninth Series, respectively; and

WHEREAS, subject to the provisions thereof, Section 85 of the Mortgage permits the conveyance or transfer, subject to the Lien of the Mortgage, of all or substantially all of the Mortgaged and Pledged Property as an entirety to any corporation lawfully entitled to acquire or operate the same; and

WHEREAS, the term "corporation" is defined in the Mortgage, as amended by the Sixty-third Supplemental Indenture, to include a limited liability company; and

WHEREAS, Section 86 of the Mortgage provides, among other things, that if the Louisiana Company shall convey or transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, the successor corporation which shall have received a conveyance or transfer as aforesaid - - upon executing with the Trustees and causing to be recorded an indenture whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, and shall agree to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Louisiana Company thereunder - - shall succeed to and be substituted for the Louisiana Company with the same effect as if such successor corporation had been named in the Mortgage, and shall have and may exercise under the Mortgage the same powers and rights as the Louisiana Company; and

WHEREAS, Section 87 of the Mortgage provides, among other things, that if the Louisiana Company, as permitted by Section 85 of the Mortgage, shall convey or transfer, subject to the Lien of the Mortgage, all or substantially all of the Mortgaged and Pledged Property as an entirety as aforesaid, neither the Mortgage nor the indenture with the Trustees to be executed and caused to be recorded by the Company as in Section 86 of the Mortgage provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties or franchises then owned or thereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way except (a) those acquired by the Company from the Louisiana Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as s upplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property or a credit under Section 39 of the Mortgage, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the opera tion of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented; and

WHEREAS, on December 31, 2005, the Louisiana Company converted into a Texas corporation and has, pursuant to a Plan of Merger among the Louisiana Company, the Company, and Entergy Louisiana Properties, LLC (the "Merger Documents"), undergone a merger by division pursuant to which, among other things, all the Mortgaged and Pledged Property, subject to the Lien of the Mortgage, and all of the rights, obligations and duties of the Louisiana Company under the Mortgage, have been allocated to the Company, and

WHEREAS, the Company is lawfully entitled to acquire and operate the Mortgaged and Pledged Property, and

WHEREAS, pursuant to and in accordance with said Section 86 of the Mortgage the Company now desires to execute with the Trustees and to cause to be recorded an indenture of the tenor aforesaid; and

WHEREAS, the execution, delivery and recordation by the Company of this Sixty-fourth Supplemental Indenture have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors;

NOW, THEREFORE, THIS INDENTURE WITNESSETH: That Entergy Louisiana, LLC, a limited liability company of the State of Texas (successor to Entergy Louisiana, Inc., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005), in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment both of the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all of the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, and in compliance with, in satisfaction of and pursuant to t he provisions of Sections 85 and 86 of the Mortgage, (A) hereby assumes and agrees to pay, duly and punctually, the principal of and interest on the bonds issued and now outstanding under the Mortgage, as supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, as supplemented, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Mortgage, as supplemented, to be kept or performed by the Louisiana Company thereunder; and (B) hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Stephen J. Giurlando and (to the extent of its legal capacity to hold the same for the purposes hereof) to The Bank of New York, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and as signs forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Louisiana Company pursuant to the allocations in the Merger Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property or a credit under Section 39 of the Mortgage, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Stephen Giurlando and (to the extent of its legal capacity to hold the same for the purposes hereof) to The Bank of New York, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as supplemented, this Sixty-fourth Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if the said property had been owned by the Florida Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Mortgage as follows:

3. 
   
   MISCELLANEOUS PROVISIONS

1. Subject to the amendments provided for in this Sixty-fourth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Sixty-fourth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
2. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-fourth Supplemental Ind enture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-fourth Supplemental Indenture.

3. Whenever in this Sixty-fourth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Sixty-fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
4. Nothing in this Sixty-fourth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Sixty-fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.
5. This Sixty-fourth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its company seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, THE BANK OF NEW YORK, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Treasurers and STEPHEN J. GIURLANDO, in token of his acceptance of the trust hereby created, has hereunto set his hand and affixed his seal, all as of the day and year first above written.

ENTERGY LOUISIANA, LLC



__________________________________
Steven C. McNeal
Vice President and Treasurer

Attest:


_________________________________
Christopher T. Screen
Assistant Secretary


Executed, sealed and delivered by
ENTERGY LOUISIANA, LLC
in the presence of:

_________________________________


_________________________________

THE BANK OF NEW YORK
As Successor Corporate Trustee


By: _______________________________
Robert Massimillo
Vice President

Attest:


_________________________________

Executed sealed and delivered by
THE BANK OF NEW YORK
in the presence of:

By: ______________________________
Stephen J. Giurlando
As Successor Co-Trustee

Executed sealed and delivered by
Stephen J. Giurlando
in the presence of:

STATE OF LOUISIANA
                                                } ss.:
PARISH OF ORLEANS

On this ___ day of January, 2006, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, and that the seal affixed to the above instrument is the company seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said corporation.

On the ___ day of January, 2006, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such company seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
Attorney Bar Roll Number 10280

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this _____ day of January, 2006, before me appeared robert massimillo to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the _____ day of January, 2006, before me personally came Robert Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, NY 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this _____ of January, 2006, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the _____ day of January, 2006, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________

EX-99

Exhibit B-5

AMENDMENT TO THE THIRTY-FOURTH ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENT

This Amendment, dated as of December __, 2005, to the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as "the Assignment"), dated as of September 1, 2002, is made by and among System Energy Resources, Inc. (formerly Middle South Energy, Inc.) (the "Company"), Entergy Arkansas, Inc., formerly Arkansas Power & Light Company ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, Inc., formerly Louisiana Power & Light Company ("Entergy Louisiana"), Entergy Mississippi, Inc., formerly Mississippi Power & Light Company ("Entergy Mississippi"), and Entergy New Orleans, formerly New Orleans Public Service Inc. ("Entergy New Orleans") (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a "System Operating Company" and collectively, the "System Operating Companies"), The Bank of New York (successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee"), and Douglas J. MacInnes (successor to Gerard F. Ganey and Malcolm J. Hood), as trustee (hereinafter called the "Individual Trustee") (the Corporate Trustee and the Individual Trustee being hereinafter called the "Trustees").

WHEREAS:

A. The Assignment may be amended, waived, modified, discharged or otherwise changed only by a written instrument that has been signed by all the parties to the Assignment and that does not materially adversely affect the rights of the Trustees or the holders of the Twentieth Series Bonds (as defined in the Assignment).

B. The Assignment provides that the Trustees shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing the Assignment (a) as to which the Corporate Trustee shall have received an opinion of counsel to the effect that such instrument has been duly authorized by each person executing the same and is permitted by the provisions of Section 5.1 of the Assignment and that the Assignment, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and each of the System Operating Companies, and (b) that shall have been executed by the Company and each of the System Operating Companies. The Trustees (and each of the Trustees), shall be fully protected in relying upon the aforesaid opinion.

C. The Company and the System Operating Companies, by this instrument, wish to amend the Assignment, as hereunder set forth.

D. All things necessary to make this Amendment the valid, legally binding and enforceable obligation of each of the parties hereto have been done and performed and the execution and performance hereof in all respects have been authorized and approved by all corporate and shareholder action necessary on the part of each thereof.

NOW, THEREFORE, in consideration of the terms and agreements hereinafter set forth, the parties agree with each other as follows:

ARTICLE I.

Amendments

1.1 Amendments.

A. Section 1.5 of the Assignment is hereby amended and modified by adding thereto a definition of "Board of Directors" to read as follows:

"The term "Board of Directors" shall mean the board of directors, the board of managers or the equivalent governing body of an entity, or any committee, corporation, individual or group of individuals duly authorized to act for such entity in respect of matters relating to this Agreement."

B. Section 1.5 of the Assignment is hereby amended and modified by adding thereto definitions of "capital stock" and "common stock" to read as follows:

"The term "capital stock" shall mean the common stock and any preferred stock and any preference stock issued by an entity."

"The terms "Common Stock" and "common stock" shall mean the class of stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that has ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that preference stock and preferred stock, even if it has such ordinary voting power, shall not be considered common stock."

C. Section 1.5 of the Assignment is hereby amended and modified by adding thereto a definition of a "corporation" to read as follows:

"The terms "Corporation" and "corporation" shall mean a corporation, association, company (including, without limitation, limited liability company) or business trust, and references to "corporate" and other derivations of "corporation" herein shall be deemed to include appropriate derivations of such entities."

D. Section 1.5 of the Assignment is hereby amended and modified by adding thereto a definition of a "preference stock" and "preferred stock" to read as follows:

"The terms "Preference Stock," "preference stock," "Preferred Stock" and "preferred stock" shall mean any class of stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to common stock."

E. The Assignment shall be deemed amended and modified to the extent necessary to give effect to the foregoing. Except as amended and modified hereby, the Assignment shall remain in full force and effect.

ARTICLE II.

Severability

2.1 Severability. If any provision or provisions of this Amendment shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE III.

Governing Law

3.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE IV.

Succession

4. 1 Succession. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.

By:
Name: Steven C. McNeal
Title: Vice President and Treasurer

THE BANK OF NEW YORK,
as Corporate Trustee

By:
Name:
Title: Vice President

DOUGLAS J. MACINNES,
as Individual Trustee

EX-99

Exhibit B-6

AMENDMENT NO. 2
dated as of _____ __, 2005

to

PARTICIPATION AGREEMENT NO. [1][2][3]

among

ESSL 2, INC.,
as Owner Participant

W3A Funding Corporation,
as Funding Corporation

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Successor Owner Trustee

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly known as Bankers Trust Company),
as Corporate Indenture Trustee
under Indenture of Mortgage and Deed of Trust No. [1][2][3], dated as of September 1, 1989, as supplemented, with the Successor Owner Trustee, and

as Collateral Trust Trustee

under Collateral Trust Indenture dated as of July 1, 1997 with the Lessee and the Funding Corporation

STANLEY BURG,
as Individual Indenture Trustee
under Indenture of Mortgage and Deed of Trust No. [1][2][3], dated as of September 1, 1989, as supplemented, with the Successor Owner Trustee

and

ENTERGY LOUISIANA, INC.,
as Lessee

This AMENDMENT NO. 2, dated as of _____, 2005, ("PA Amendment No. 2") to PARTICIPATION AGREEMENT NO. [1][2][3], dated as of September 1, 1989, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement, as modified), W3A FUNDING CORPORATION, as Funding Corporation, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION ("JPMorgan"), as Successor Owner Trustee, DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC., as Lessee.

W I T N E S S E T H:

WHEREAS, the parties to this PA Amendment No. 2, other than the Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. [1][2][3], dated as of September 1, 1989 (the "Participation Agreement"), among the Owner Participant, the Successor Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee;

WHEREAS, the parties hereto wish to amend the Participation Agreement as set forth herein; and

WHEREAS, Section 10.3 of the Indenture provides, among other things, that, without the consent of the Holders of any Bonds, the Indenture Trustee may join in certain amendments to the Participation Agreement;

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

For purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms as set forth in Appendix A to the Participation Agreement, as may be amended, supplemented or otherwise modified from time to time.

2. Amendments.
1. Section 9(b)(3)(i) of the Participation Agreement is hereby amended and modified to read as follows:

Maintenance of Corporate Existence, etc. The Lessee shall at all times preserve and maintain its existence as a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia, except as permitted under clause (ii) below, and qualify and remain qualified to do business and preserve, renew and keep in full force and effect, its rights, privileges and franchises in each jurisdiction where the failure to so qualify or to so preserve, renew and keep in full force and effect would materially and adversely affect the business or financial condition of the Lessee or its ability to perform its obligations under any Transaction Document to which it is a party.

2. Appendix A to the Participation Agreement is hereby amended and modified by adding thereto a definition of "corporation" to read as follows:

"Corporation" or "corporation" shall mean a corporation, association, company (including, without limitation, limited liability company) or business trust, and references to "corporate" and other derivations of "corporation" herein shall be deemed to include appropriate derivations of such entities."

"voting power of all voting stock" shall mean the voting power of the classes of stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that have ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, but not including preferred securities that have only limited voting rights upon default or other contingency.

(c) The definition of Inchoate Financial Event is amended by:

1. in paragraph (d), deleting clause (iii)(B) and adding in lieu thereof the words "Entergy Corporation shall own directly or indirectly at least 70% of the voting power of all voting stock of the corporation formed by such merger or consolidation"; and
2. in paragraph (g), deleting the words "all of the common stock equity and all of the voting stock of the Lessee or its permitted successors (other than preferred stock that has only limited voting rights upon default)" and adding in lieu thereof the words "at least 70% of the voting power of all voting stock of the Lessee or its permitted successors".
3. Miscellaneous.
1. Instruction. The Owner Participant hereby directs the Successor Owner Trustee to execute and to deliver this PA Amendment No. 2.
2. Execution. This PA Amendment No. 2 may be executed in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument.
3. Governing Law. This PA Amendment No. 2 has been negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the internal laws of the State of New York.
4. Concerning the Successor Owner Trustee. JPMorgan is entering into this PA Amendment No. 2 solely as Successor Owner Trustee under the Trust Agreement and not in its individual capacity. Anything herein to the contrary notwithstanding, all and each of the agreements herein made on the part of the Successor Owner Trustee are made and intended not as personal agreements of JPMorgan, but are made solely for the purpose of binding the Trust Estate, and nothing contained in this PA Amendment No. 2 shall entitle any person to any claim against JPMorgan in its individual capacity or any of its assets.

IN WITNESS WHEREOF, the parties hereto have caused this PA Amendment No. 2 to be duly executed by their respective officers thereunto duly authorized.

ESSL 2, INC., as Owner Participant


By _______________________________
Name:
Title:

W3A FUNDING CORPORATION


By _______________________________
Name:
Title:

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Successor Owner Trustee under the Trust Agreement


By _______________________________
Name:
Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Corporate Indenture Trustee and Collateral Trust Trustee


By _______________________________
Name:
Title:

By _______________________________
STANLEY BURG, not in his individual
capacity, but solely as Individual
Indenture Trustee

ENTERGY LOUISIANA, INC., as Lessee


By _______________________________
Name:
Title:

ACKNOWLEDGEMENT

STATE OF     )
                        ) ss.:
COUNTY OF )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________________, to me personally known, who being by me duly sworn did say that he/she is a _________________ of ESSL2, Inc., as Owner Participant referred to in the foregoing instrument, that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

____________________________________
[signature of appearer]

WITNESSES:

____________________________________

____________________________________

____________________________________
Notary Public

My Commission Expires:

____________________________________

ACKNOWLEDGEMENT

STATE OF      )
                        ) ss.:
COUNTY OF )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________________, to me personally known, who being by me duly sworn did say that he/she is a _________________ of W3A Funding Corporation, referred to in the foregoing instrument, that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[signature of appearer]

WITNESSES:

____________________________________

____________________________________

Notary Public

My Commission Expires:

____________________________________

ACKNOWLEDGEMENT

STATE OF LOUISIANA )
                                         ) ss.:
PARISH OF ORLEANS  )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________________, to me personally known, who being by me duly sworn did say that he/she is a _________________ of J.P. Morgan Trust Company, National Association, a national banking association, the Successor Owner Trustee referred to in the foregoing instrument, that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[signature of appearer]

WITNESSES:

____________________________________

____________________________________

Notary Public

My commission is issued for life.
My notary identification or attorney bar roll
number is __________.

ACKNOWLEDGEMENT

STATE OF      )
                        ) ss.:
COUNTY OF )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________________, to me personally known, who being by me duly sworn did say that he/she is a _________________ of Deutsche Bank Trust Company Americas, as Corporate Indenture Trustee and Collateral Trust Trustee referred to in the foregoing instrument, that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[signature of appearer]

WITNESSES:

____________________________________

____________________________________

Notary Public

My Commission Expires:

____________________________________

ACKNOWLEDGEMENT

STATE OF      )
                        ) ss.:
COUNTY OF )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared Stanley Burg, to me personally known, who being by me duly sworn did say that he is the Individual Indenture Trustee referred to in the foregoing instrument, that said instrument was signed by him and that he acknowledged said instrument to be his free act and deed.

[signature of appearer]

WITNESSES:

____________________________________

____________________________________

Notary Public

My Commission Expires:

____________________________________

ACKNOWLEDGEMENT

STATE OF LOUISIANA )
                                         ) ss.:
PARISH OF ORLEANS  )

On this ___ day of ____, 2005, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________________, to me personally known, who being by me duly sworn did say that he/she is a _________________ of Entergy Louisiana, Inc., as Lessee referred to in the foregoing instrument, that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[signature of appearer]

WITNESSES:

____________________________________

____________________________________

Notary Public

My commission is issued for life.
My notary identification or attorney bar roll
number is __________.

EX-99

Exhibit B-7

AMENDMENT NO. 1 TO INSTALLMENT SALE AGREEMENT

(SERIES 1993-B)

This Amendment No. 1, dated as of November __, 2005, to the Installment Sale Agreement (Series 1993-B) between Parish of St. Charles, State of Louisiana (the "Issuer") and Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a corporation of the State of Louisiana (the "Company"), dated as of December 1, 1993 (the "Installment Sale Agreement"), is entered into among the Issuer, the Company and JPMorgan Trust Company, National Association (formerly First National Bank of Commerce), as Trustee under the Trust Indenture, dated as of December 1, 1993, between the Issuer and the Trustee (the "Indenture"). All capitalized terms not herein defined shall have the meanings assigned to them in the Indenture.

WHEREAS, Section 11.5 of the Installment Sale Agreement provides that the Installment Sale Agreement may not be effectively amended, changed, modified altered or terminated nor any provision waived without the written consent of the Trustee, which shall not be unreasonably withheld; and

WHEREAS, Section 13.1 of the Indenture provides that The Trustee may from time to time, and at any time, consent to an amendment, change or modification of the Installment Sale Agreement for the purpose of curing any ambiguity or formal defect or omission or making any change therein which, in the reasonable judgment of the Trustee, is not to the prejudice of the Trustee or the holders of the Bonds;

WHEREAS, Section 13.3 of the Indenture provides that any amendment to the Installment Sale Agreement shall not become effective unless and until the Trustee shall have received an opinion of Bond Counsel that the proposed amendment will not affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation;

WHEREAS, the Issuer and the Company now desire to amend the Installment Sale Agreement to cure ambiguity or to make a change which is not to the prejudice of the Trustee or Bondholders and the Trustee now desires to consent to such amendment by executing the Consent and Acknowledgement attached hereto.

NOW, THEREFORE, in consideration of the premises and the covenants and undertakings herein expressed, the parties hereto agree as follows:

1. 
   
   AMENDMENTS TO THE INSTALLMENT SALE AGREEMENT

1. Section 1.1 of Article I of the Installment Sale Agreement is hereby modified by adding a definition of a "Corporation" after the definition of "Company" to read as follows:

""Corporation" and "corporation" mean a corporation, association, company (including, without limitation, limited liability company) or business trust, and references to "corporate" and other derivations of "corporation" herein shall be deemed to include appropriate derivations of such entities."

2. In furtherance of the foregoing, references in the Installment Sale Agreement, to the corporate nature of the Company's existence shall, upon and after giving effect to a consolidation of the Company with, or merger of the Company with or into, or sale or other transfer of all or substantially all of its assets, as the case may be, be deemed to refer to the successor corporation.
1. The Installment Sale Agreement, shall be deemed amended and modified to the extent necessary to give effect to the foregoing. Except as amended and modified hereby, the Installment Sale Agreement, shall remain in full force and effect.

2. 
   
   REPRESENTATIONS OF the ISSUER AND THE COMPANY

1. The Issuer hereby represents that the Issuer has obtained an opinion of Bond Counsel to the effect that this Amendment No. 1 will not affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.
2. The Company hereby represents that the execution and delivery by the Company of this Amendment No. 1 has been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board of Directors.

3. 
   
   MISCELLANEOUS

1. Whenever in this Amendment No. 1 either of the parties hereto is named or referred to, this shall be deemed to include the successors and assigns of such party, and all covenants and agreements in this Amendment No. 1 contained by or on behalf of the Company, or by or on behalf of the Issuer or the Trustee, shall bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
2. This Amendment No. 1 shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Issuer and the Company have caused this Amendment No. 1 to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written.

PARISH OF ST. CHARLES, STATE OF LOUISIANA

By:_______________________________
Parish President

Attest:


_________________________________
[Name]
[Office]

ENTERGY LOUISIANA, INC.



__________________________________
Steven C. McNeal
Vice President and Treasurer

Attest:


_________________________________
Christopher T. Screen
Assistant Secretary

Consented to and Acknowledged by
JPMorgan Trust Company, National Association
As Trustee


By: _______________________________
[Name]
[Office]

Attest:


_________________________________
[Name]
[Office]

Executed sealed and delivered by
JPMorgan Trust Company, National Association
in the presence of:

_________________________________
[Name]

_________________________________
[Name]

STATE OF LOUISIANA
                                                    } ss.:
PARISH OF ST. CHARLES

On this ___ day of September, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally appeared ________________ and _________________ to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are the Parish President and the Secretary of the Parish Council of the Parish of St. Charles, State of Louisiana (the "Parish"), respectively; that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Parish; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Parish; and that the above-named persons acknowledge said instrument to be the free act and deed of the Parish.

_________________________________
[Name]
Parish President

_________________________________
[Name]
St. Charles Parish Council

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
[Name]
Notary Public
Parish of St. Charles, State of Louisiana
My Commission is Issued for Life
[Number]

STATE OF LOUISIANA
                                                } ss.:
PARISH OF ORLEANS

On this ___ day of September, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally appeared Steven C. McNeal and Christopher T. Screen to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are the Vice President and Treasurer and the Assistant Secretary of Entergy Louisiana, Inc. (the "Company"), respectively; that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Company; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Company; and that the above-named persons acknowledge said instrument to be the free act and deed of the Company.

_________________________________
Steven C. McNeal
Vice President and Treasurer

_________________________________
Christopher T. Screen
Assistant Secretary

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
Attorney Bar Roll Number 10280

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this ___ day of September, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and County aforesaid, personally appeared ____________________ and ___________________ to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are ________________ and ________________ of The Bank of New York, as trustee (the "Trustee"); that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Trustee; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Trustee; and that the above-named persons acknowledge said instrument to be the free act and deed of the Trustee.

_________________________________
[Name]
[Office]

_________________________________
[Name]
[Office]

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
[Name]
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires __________________

EX-99

Exhibit B-8

AMENDMENT NO. 1 TO REFUNDING AGREEMENT

(SERIES 1999-B)

This Amendment No. 1, dated as of October __, 2005, to the Refunding Agreement (Series 1999-B) between Parish of St. Charles, State of Louisiana (the "Issuer") and Entergy Louisiana, Inc. a corporation of the State of Louisiana (the "Company"), dated as of October 1, 1999 (the "Refunding Agreement"), is entered into among the Issuer, the Company and The Bank of New York, as Trustee under the Trust Indenture, dated as of October 1, 1999, between the Issuer and the Trustee (the "Indenture"). All capitalized terms not herein defined shall have the meanings assigned to them in the Indenture.

WHEREAS, Section 10.4 of the Refunding Agreement provides that the Refunding Agreement may not be effectively amended, changed or modified, altered or terminated except in accordance with the provisions of the Indenture, and no amendment to the Refunding Agreement shall be binding upon either party to the Refunding Agreement until such amendment is reduced to writing and executed by both parties thereto; and

WHEREAS, Section 14.3 of the Indenture provides that the Issuer and the Company may enter into, with the consent of the Trustee but without the consent of the holders of the Bonds, any amendment, change, modification of the Refunding Agreement to cure any ambiguity, formal defect, omission or inconsistent provisions or to make a change that does not adversely affect the interests of the Bondholders;

WHEREAS, Section 14.4 of the Indenture provides that the Trustee is authorized to join with the Issuer in the execution and delivery of any amendment to the Refunding Agreement permitted by Article XIV of the Indenture, and in so doing shall be fully protected by a Favorable Opinion of Bond Counsel that such amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done;

WHEREAS, the Issuer, the Company and the Trustee now desire to amend the Refunding Agreement to cure ambiguity or to make a change which does not adversely affect the interests of the Bondholders.

NOW, THEREFORE, in consideration of the premises and the covenants and undertakings herein expressed, the parties hereto agree as follows:

1. 
   
   AMENDMENTS TO THE REFUNDING AGREEMENT

1. Section 1.1 of Article I of the Refunding Agreement is hereby modified by adding a definition of a "Corporation" after the definition of "Company" to read as follows:

""Corporation" and "corporation" mean a corporation, association, company (including, without limitation, limited liability company) or business trust, and references to "corporate" and other derivations of "corporation" herein shall be deemed to include appropriate derivations of such entities."

2. In furtherance of the foregoing, references in the Refunding Agreement, to the corporate nature of the Company's existence shall, upon and after giving effect to a consolidation of the Company with, or merger of the Company with or into, or sale or other transfer of all or substantially all of its assets, as the case may be, be deemed to refer to the successor corporation.
1. The Refunding Agreement, shall be deemed amended and modified to the extent necessary to give effect to the foregoing. Except as amended and modified hereby, the Refunding Agreement, shall remain in full force and effect.

2. 
   
   REPRESENTATIONS OF the ISSUER AND THE COMPANY

1. Relying upon certain representations of the Company, the Issuer hereby represents that this Amendment No. 1 has been permitted by Article XIV of the Indenture, has been duly authorized by the Issuer and all things necessary to make it a valid and binding agreement have been done, and the Issuer has obtained a Favorable Opinion of Counsel to the same effect.
2. The Company hereby represents that the execution and delivery by the Company of this Amendment No. 1 has been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board of Directors.

3. 
   
   MISCELLANEOUS

1. Whenever in this Amendment No. 1 either of the parties hereto is named or referred to, this shall be deemed to include the successors and assigns of such party, and all covenants and agreements in this Amendment No. 1 contained by or on behalf of the Company, or by or on behalf of the Issuer or the Trustee, shall bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
2. This Amendment No. 1 shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Issuer, the Company and the Trustee have caused this Amendment No. 1 to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written.

PARISH OF ST. CHARLES, STATE OF LOUISIANA

By:_______________________________
Parish President

Attest:


_________________________________
[Name]
[Office]

ENTERGY LOUISIANA, INC.



__________________________________
Steven C. McNeal
Vice President and Treasurer

Attest:


_________________________________
Christopher T. Screen
Assistant Secretary

THE BANK OF NEW YORK
As Trustee


By: _______________________________
[Name]
[Office]

Attest:


_________________________________
[Name]
[Office]

Executed sealed and delivered by
THE BANK OF NEW YORK
in the presence of:

_________________________________
[Name]

_________________________________
[Name]

STATE OF LOUISIANA
                                                } ss.:
PARISH OF ST. CHARLES

On this ___ day of November, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally appeared ________________ and _________________ to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are the Parish President and the Secretary of the Parish Council of the Parish of St. Charles, State of Louisiana (the "Parish"), respectively; that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Parish; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Parish; and that the above-named persons acknowledge said instrument to be the free act and deed of the Parish.

_________________________________
[Name]
Parish President

_________________________________
[Name]
St. Charles Parish Council

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
[Name]
Notary Public
Parish of St. Charles, State of Louisiana
My Commission is Issued for Life
[Number]

STATE OF LOUISIANA
                                                } ss.:
PARISH OF ORLEANS

On this ___ day of November, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally appeared Steven C. McNeal and Christopher T. Screen to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are the Vice President and Treasurer and the Assistant Secretary of Entergy Louisiana, Inc. (the "Company"), respectively; that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Company; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Company; and that the above-named persons acknowledge said instrument to be the free act and deed of the Company.

_________________________________
Steven C. McNeal
Vice President and Treasurer

_________________________________
Christopher T. Screen
Assistant Secretary

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
Attorney Bar Roll Number 10280

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF NEW YORK

On this ___ day of November, 2005, before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State and County aforesaid, personally appeared ____________________ and ___________________ to me known to be the identical persons who executed the foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that they are ________________ and ________________ of The Bank of New York, as trustee (the "Trustee"); that the seal impressed beside their signatures on the foregoing instrument is the official seal of the Trustee; that the aforesaid instrument was signed and sealed by them on this date on behalf of the Trustee; and that the above-named persons acknowledge said instrument to be the free act and deed of the Trustee.

_________________________________
[Name]
[Office]

_________________________________
[Name]
[Office]

WITNESSES:

_________________________________
[Name]

_________________________________
[Name]

_________________________________
[Name]
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires __________________

EX-99

Exhibit B-9

SERVICE AGREEMENT

THIS AGREEMENT made and entered into by and between Entergy Services, Inc. (hereinafter referred to as Services or ESI) a corporation organized under the laws of the State of Delaware, and ______________ (hereinafter referred to as Client Company) a corporation organized under the laws of the State of ______________ with its principal place of business at __________________________, _____________.

WITNESSETH THAT:

WHEREAS, on _________________, the Securities and Exchange Commission (hereinafter referred to as Commission) entered an order under the Public Utility Holding Company Act of 1935 (hereinafter referred to as Act) authorizing the organization and conduct of business of Services, a wholly-owned subsidiary of Middle South Utilities, Inc., predecessor to Entergy Corporation (hereinafter referred to as Entergy); and

WHEREAS, Services is organized, staffed and equipped to render services as herein provided to Middle South and its associated companies (hereinafter referred to as Client Companies), with whom Services is entering into agreements in the form hereof; and

WHEREAS, economies and increased efficiencies will result from the performance by Services of certain services for the Client Companies; and

WHEREAS, Services is willing to render such services at cost, determined in accordance with applicable rules and regulations of the Commission under the Act, except that there will be no charge for the use of the initial equity capital of Services amounting to $20,000;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein, the parties hereto agree as follows:

1. AGREEMENT TO FURNISH SERVICES

Services agrees to furnish to Client Company, upon the terms and conditions hereinafter set forth, such of the services described in Exhibit I hereto at such times, for such periods and in such manner as Client Company may from time to time require. (Reference herein to Exhibit I shall mean said Exhibit as it shall be in effect from time to time with amendments thereof or supplements thereto). Services will, as and to the extent required for Client Company, keep itself and its personnel available and competent to render such services to Client Company, to the extent it may be authorized so to do by Federal and State agencies having jurisdiction. Services will also provide for Client Company such special services not described in Exhibit I as Client Company may require and which Services concludes it is competent to perform.

In supplying the various services provided for under this agreement, services may arrange for the services of such executives, accountants, financial advisers, technical advisers, attorneys, engineers and other persons with the necessary qualifications and experience as are required for or pertinent to the rendition of such services.

Services, after consultation with Client Company, may arrange for the services of non-affiliated experts, consultants and attorneys in connection with the performance of any of the services supplied under this agreement.

2. AGREEMENT TO TAKE SERVICES

Client Company agrees to take from Services such of the services described in Exhibit I as are required from time to time by the Client Company. Client Company further agrees to take from Services such other general or special services, whether or not described in Exhibit I and whether or not now contemplated, as Client Company may from time to time require and Services shall conclude it is competent to perform.

3. COMPENSATION AND ALLOCATION

As compensation for services rendered (as provided in Section II above) to it by Services, Client Company hereby agrees to pay to Services the cost of such services. Bills will be rendered for the amount of such costs on or before the 15^th day of the succeeding month and will be payable on or before the 25^th day of such month. The methods for the determination and the allocation of the cost of services to be paid by Client Company are set forth in Exhibit II hereto.

4. CLIENT COMPANIES

Client Companies will consist of Entergy and its associated companies; all such companies will be served at cost as provided in Section III and Exhibit II.

5. TERM OF AGREEMENT - MODIFICATION

This agreement shall become effective as of ________________, subject to receipt of any required authorization of the Commission, and shall continue until terminated as of the end of any calendar year by either party giving to the other at least 60 days written notice of its intention so to terminate.

This agreement will be subject to termination or modification at any time to the extent its performance may conflict with the provisions of the Act, as amended, or with any rule, regulation or order of the Commission adopted before or after the execution hereof. This agreement shall be subject to the approval of any state commission or other regulatory body whose approval is, by the laws of said state, a legal prerequisite to the execution and delivery or the performance of this agreement.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the ____ day of ________, ____.

ENTERGY SERVICES, INC.

By ___________________________

Title _________________________

(CLIENT COMPANY NAME)

By___________________________

Title _________________________

Exhibit I

DESCRIPTION OF SERVICES WHICH WILL BE PROVIDED BY

ENTERGY SERVICES, INC.

UNDER THIS AND SIMILAR SERVICE AGREEMENTS

1. Consultation and advice on financial planning, sale of securities and temporary cash investments, including assistance in connection with the preparation, printing and filing of appropriate documents with regulatory authorities, and provision of liaison with financial community;
2. Consultation and advice on budgeting and preparation of long-range forecasts;
3. Consultation and advice on employee benefit plans;
4. Consultation and advice with respect to regulatory matters, particularly those involving the Securities and Exchange Commission or the Federal Energy Regulatory Commission, and provision of liaison and assistance in processing matters with the staffs of such commissions;
5. Planning assistance and advice in the filed of nuclear activities including coordination or research programs and other activities in such field;
6. Liaison with special counsel representing operating companies in proceedings involving the Entergy System and with consultants retained to prepare testimony and other data for use in such proceedings;
7. Operation of a communications and public relations department and placing of Entergy System national advertising;
8. Tax services relating to preparation and filing of returns for federal and state income taxes and declaration of estimated income taxes; studies of adequacy of tax accruals; and assistance in connection with audit of returns by Internal Revenue Service and State Tax Agencies;
9. Insurance consulting and advisory services relating to fire and allied lines of insurance, casualty and surety insurance, and employee benefit insurance;
10. General consultation on management, business problems and strategic planning;
11. Consultation on special accounting problems;
12. Statistical services, such as study of comparative operating results, and up-dating annually System statistical data;
13. Preparation of maps;
14. General advisory engineering services including system planning, operation, fuel supply and construction management;
15. Operation of a Entergy System Operations Center for the control of bulk power supply and load dispatching within the Entergy System and with Interconnected systems;
16. Planning assistance and advice with respect to Entergy System sales of power under the interconnection agreements among the operating companies and acting on behalf of the operating companies in dealing with other electric utilities with relation to the sale, purchase or exchange of bulk electric power and energy;
17. Operation of a data processing Computer Center to serve the Entergy System;
18. Consultation and advisory services with respect to rate studies, rate design, cost studies, load research, weather analysis, economic studies, forecasts of intra-system transactions, and computer rate analysis programs; and
19. Consultation, advice and services with respect to internal auditing.

Exhibit II

METHODS OF ALLOCATING COSTS AMONG CLIENT COMPANIES RECEIVING SERVICE UNDER THIS AND SIMILAR SERVICE AGREEMENTS WITH ENTERGY SERVICES, INC. (SERVICES)

1. The costs of rendering service by Services will include all costs of doing business including interest on debt but excluding a return for the use of Services' initial equity capital amounting to $20,000.
2. (a) Services will maintain a separate record of the expenses of each department. The expenses of each department will include:

1. those expenses that are directly attributable to such department,
2. an appropriate portion of those office and housekeeping expenses that are not directly attributable to a department but which are necessary to the operation of such department, and
3. an appropriate portion of those expenses of other Services' departments necessary to support the operation of the department.

2. Expenses of the department will include salaries and wages of employees, including social security taxes, vacations, paid absences, sickness, employee disability expenses, and other employee welfare expenses, rent and utilities, desktops, telephones, materials and supplies, and all other expenses attributable to the department.
3. Departmental expense will be categorized into one of three classes:

1. those expenses which are directly attributable to specific services rendered to a Client Company or group of Client Companies (Departmental Direct Costs),
2. those expenses which are attributable to the overall operation of the department and not to a specific service provided to Client Companies (Departmental Indirect Costs) (these expenses include not only the salaries and wages of employees, but also other related employment costs described in Section 2 (b) above), and
3. those expenses which are attributable to the operation of other departments of Services as well as to a specific service provided to the Client Companies (Departmental Support Service Costs).

4. The indirect expenses of the department will not include:

1. those incremental out-of-pocket expenses that are incurred for the direct benefit and convenience of a Client Company or a group of Client Companies and are to be directly charged to such Client Company or group of Client Companies; and
2. Services' overhead expenses that are attributable to maintaining the corporate existence of Services, franchise and other general taxes, and all other incidental overhead expenses including those auditing fees and accounting department expenses attributable to Services (Indirect Corporate Costs).

5. Services will establish annual budgets for controlling the expenses of each service department and those expenses outlined above in Section 2 (d), which are not department specific.

3. Employees in each department will maintain a record of the time they are employed in rendering service to each Client Company or group of Client Companies. The hourly rate for each employee will be determined each pay period.
4. (a) The charge to a Client Company or a group of Client Companies for a particular service will be the sum of the figures derived by multiplying the hours reported by each employee in rendering such service by the hourly rate applicable to such employee and other direct allocated expenses.

2. Departmental Indirect Costs as defined in 2(c) (ii) will be loaded onto project codes in proportion to the direct salaries and wages charged to all project codes.
3. Departmental Support Service Costs as defined in 2(c)(iii) will be allocated to other internal Services departments and the Client Companies using consumption-based billing methods, with these costs then distributed by function. Any costs that remain at Services after this initial billing will be loaded onto project codes in proportion to the direct salaries and wages charged to all project codes.

5. Those expenses of Services that are not included in the expenses of a department under Section 2 above will be charged to Client Companies receiving service as follows:

1. Incremental out-of-pocket costs incurred for the direct benefit and convenience of a Client Company or a group of Client Companies will be charged directly to such company or group of companies.
2. The Indirect Corporate Costs of Services referred to above in Section 2(d)(ii) will be allocated among the Client Companies in the same proportion as the charges to the Client Companies, excluding Indirect Corporate Costs.
3. If the method of allocation of Departmental Indirect Costs (Section 4(b)), Departmental Support Service Costs (Section 4(c)), or Indirect Corporate Costs (Section 5(b)), would result in an inequity because of a change in operations or organization of the Client Companies, then Services may adjust the basis to effect an equitable distribution. Any such change in allocation shall be made only after first giving the Commission written notice of such proposed change not less than 60 days prior to the proposed effectiveness of any such change.

6. On the basis of the foregoing, monthly bills will be rendered to Client Company. Billing procedures and amounts will be open to audit by Client Company and by any regulatory authority having jurisdiction in respect of the Client Company.
7. When services are rendered to a group of Client Companies, costs of such service shall be allocated equitably among the Companies based on the nature and scope of the service rendered according to the formulae outlined in Exhibit II, Supplement.

Exhibit II, Supplement

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

AVERAGE NUMBER OF CAPITAL EXPENDITURE AUTHORIZATION PROJECTS FOR INFORMATION TECHNOLOGY, CUSTOMER SERVICE, DISTRIBUTION AND TRANSMISSION

Based on a twelve-month average of outstanding Capital Expenditure Authorizations for the Information Technology, Customer Service, Distribution and Transmission organizations.

Used for the allocation of costs associated with the prioritization of capital projects for the Information Technology, Customer Service, Distribution and Transmission organizations.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

OPEN WORKERS' COMPENSATION CLAIMS

Based on the number of open claims for each Legal Entity.

Used for the allocation of costs associated with managing workers' compensation claims processes and budgets.

UNIT POWER SALES AGREEMENT

Based on fixed allocation percentages under Entergy's Unit Power Sales Agreement.

Used primarily for the allocation of certain Tax Department services in connection with Entergy's Unit Power Sales Agreement.

RECORDS MANAGEMENT

Based on the number of employees at each Legal Entity using records management services.

Used to allocate costs associated with the management and supervision of non-nuclear business unit records management processes.

EX-99

Exhibit D-2

LOUISIANA PUBLIC SERVICE COMMISSION
ORDER NO. U-28919
ENTERGY LOUISIANA, INC., EX PARTE.

Docket No. U-28919 - 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.

(Decided at Business and Executive Session held September 14, 2005)

OVERVIEW:

1. Background:

On July 13, 2005 Entergy Louisiana, Inc. ("ELI" or "the company") submitted an application 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 ("LLC"). Notice of the application was published in the Commission's Official Bulletin dated July 15, 2005 and interventions were filed by Occidental Chemical Corporation and Marathon Oil Company.

Pursuant to La. R.S. 47:601(A), ELI currently is obligated to pay corporate franchise taxes to the State of Louisiana. The taxes impose a financial obligation upon ELI and its customers each year. In 2005, the corporate franchise taxes amounted to $10.3 million. Louisiana law requires every Louisiana corporation to pay this tax, but the tax does not apply to limited liability companies.

The issue of ELI's conversion to a LLC was raised by the Commission Staff in ELI's recent rate proceeding, Docket No. U-20925 (2004 RRF). In connection with that, a provision of the stipulation from that rate case provided that ELI would provide an update semi-annually to the Commission regarding its efforts to convert from a corporation to a LLC.

2. Proposed conversion:

ELI has proposed to convert to a LLC through two-step process, with the ultimate company name to be "Entergy Louisiana, LLC" (or referred to herein as "ELL"). In the first step of the restructuring, ELI will change its place of incorporation from Louisiana to Texas. This conversion is allowed under Louisiana Business Corporation Law and Article 5.17 of the Texas Business Corporation Act. Under these statutes, ELI will adopt a Plan of Conversion and continue existence as a Texas corporation under the name of Entergy Louisiana, Inc. ("ELI Holdings"). All 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 as those immediately before the conversion. All ownership and other rights in real estate and other property of ELI will continue to be owned by ELI Holdings without any transfer or assignment. All liabilities and obligations of ELI will continue to be liabili ties and obligations of ELI Holdings.

In the second step, ELI Holdings will enter into a Plan of Merger, under which ELI Holdings will continue to exist, and two new Texas limited liability companies, ELL and Entergy Louisiana Properties, LLC. ("ELP"),¹ will be created as direct subsidiaries of ELI Holdings. Following the merger, 146,970,607 units of Common Membership Interests 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. These membership interests will represent all outstanding Common Membership Interests of ELL and ELP.

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 ELL. Substantially all of the liabilities and obligations of ELI Holdings immediately prior to the merger will be allocated to ELL. 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. ELL will succeed and assume all of ELI's rights and obligations under all other agreements that are jurisdictional to the LPSC, the FERC, the Council of the City of New Orleans, and all other local, state and federal regulatory agencies. Finally, ELL 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.

ELP will own certain undeveloped real estate owned by ELI as well as ELI's ownership interest in System Fuels, Inc. ("SFI")² and in a long-term note receivable from SFI, and a sufficient level of working capital, will be transferred to Entergy Louisiana Properties, LLC ("ELP"), another Texas limited liability company.³ Like ELL, ELP will be subject to the jurisdiction of the LPSC, and, for purposes of establishing the retail rates of ELL, the Commission shall consider the assets and liabilities of ELL and ELP on a combined basis.

3. Benefits of the Conversion:

In its application, ELI submits that the proposed restructuring will have no adverse effects on retail rates. To the contrary, the restructuring is expected to result in an overall reduction in base rates of $6.2 million for ELI ratepayers, effective in the first January following the completion of the conversion. In addition, the restructuring itself is tax-free and is not expected to generate either federal or Louisiana income tax liability. Next, the proposed restructuring will be fully transparent to the LPSC and will not affect the ability of a retail regulator, including the LPSC, or federal regulators, to exercise authority to regulate ELL's and ELP's utility operations. ELL and ELP will remain subject to the LPSC jurisdiction in the same manner that ELI currently is subject to the jurisdiction of the LPSC. ELL and ELP shall be regulated by the Commission on a combined basis. Finally, the restructuring will maintain the quality of ELI's management because those persons cur rently responsible for managing ELI will not change as a result of the restructuring.

4. Staff Review:

As a part of the Staff's review, informal meetings took place between ELI and the Staff. Ultimately, the Staff and ELI entered into a stipulation. In addition, the Staff recommended the following ordering provisions:

1. The Commission reserves its rights to investigate the effect of changes in the Applicant's operation and management and the impact of those changes on ratepayers as the result of the conversion.
2. If the Commission determines that the terms of the proposed conversion are, in its view, materially changed by the parties or by any subsequent regulatory decision of the FERC, NRC, or SEC, the Commission may reconsider its approval of the proposed conversion within 45 days of the date of that subsequent regulatory decision or within 45 days of its becoming aware of the change by the parties, whichever is later.
3. The Commission's approval is conditioned upon the FERC's approval of the proposed conversion, and upon any other regulatory approval that ELI may be required to obtain under the law.
4. The Commission's approval is without prejudice to its constitutional and statutory authority over public utilities and other matters within the Commission's jurisdiction such as ELI's rates, services, etc.
5. The proposed conversion shall entail no "step-up" in the valuation of ELI's assets. Nothing in this order shall be construed to imply acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted.
6. The Commission's approval of the proposed conversion is without prejudice to the authority of the Commission to review the capital structure and cost of capital of ELL in future Formula Rate Plan filings made by ELL.
7. ELI shall promptly notify the Commission of the date on which the conversion is completed, and of the status of the Applicant's request for approval of the conversion or any other action by any other governmental agency.
8. The Commission's approval is based on the representation that the proposed conversion will not itself generate any federal or Louisiana income tax liability and that it will not result in any increase in ELI's annual income tax liab ilities. Should any additional income tax liability result from the conversion itself, that increase will be absorbed by shareholders and not passed along to ratepayers.

5. Intervenor's Response:

Marathon Oil Company agreed with the terms of the stipulation, and Occidential Chemical Corporation, although preferring not to sign the stipulation, stated no objection to the proposed conversion.

6. Jurisdiction Statement:

The Louisiana Constitution, Article IV, Section 21(B), provides:

The commission shall regulate all common carriers and public utilities and have such other regulatory authority as provided by law. It shall adopt and enforce reasonable rules, regulations, and procedures necessary for the discharge of its duties, and shall have other powers and perform other duties as provided by law.

Louisiana Revised Statute 45:1163(A)(1) provides:

(A)(1): The commission shall exercise all necessary power and authority over any street, railway, gas, electric light, heat, power, waterworks, or other local public utility for the purpose of fixing and regulating the rates charged or to be charged by and service furnished by such public utility.

7. Commission Action:

This matter was brought before the Commission at its September 14, 2005 Business and Executive Session. On motion of Commissioner Blossman, seconded by Commissioner Field, and unanimously adopted, the Commission voted to approve the stipulation along with the recommended ordering provisions.

IT IS THEREFORE ORDERED THAT:

1. The Commission hereby asserts its primary jurisdiction, as authorized under Rule 51 of the Louisiana Public Service Commission's Rules of Practice and Procedure.
2. Entergy Louisiana, Inc. is hereby authorized to implement a plan of internal restructuring, as described in this Order and in more detail in ELI's Application in this case, that would result in the conversion of its form of business organization from a corporation to a limited liability company.
3. The newly created ELL and ELP shall remain subject to the Commission's jurisdiction in the same manner that ELI currently is subject to the jurisdiction of the Commission. ELL and ELP shall be regulated by the Commission on a combined basis.
4. The following conditions, recommended by the LPSC Staff and agreed to by Entergy Louisiana, Inc., are imposed upon the ELI in connection with the authorizations granted by the Commission herein (provided, however, that these conditions shall, in no event, affect ELI's authorization to complete the proposed conversion), pursuant to the provisions of the attached stipulation and subject to the following Ordering Provisions:

1. The Commission reserves its rights to investigate the effect of changes in the Applicant's operation and management and the impact of those changes on ratepayers as the result of the conversion.
2. If the Commission determines that the terms of the proposed conversion are, in its view, materially changed by the parties or by any subsequent regulatory decision of the FERC, NRC, or SEC, the Commission may reconsider its approval of the proposed conversion within 45 days of the date of that subsequent regulatory decision or within 45 days of its becoming aware of the change by the parties, whichever is later.
3. The Commission's approval is conditioned upon the FERC's approval of the proposed conversion, and upon any other regulatory approval that ELI may be required to obtain under the law.
4. The Commission's approval is without prejudice to its constitutional and statutory authority over public utilities and other matters within the Commission's jurisdiction such as ELI's rates, services, etc.
5. The proposed conversion shall entail no "step-up" in the valuation of ELI's assets. Nothing in this order shall be construed to imply acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted.
6. The Commission's approval of the proposed conversion is without prejudice to the authority of the Commission to review the capital structure and cost of capital of ELL in future Formula Rate Plan filings made by ELL.
7. ELI shall promptly notify the Commission of the date on which the conversion is completed, and of the status of the Applicant's request for approval of the conversion or any other action by any other governmental agency.
8. The Commission's approval is based on the representation that the proposed conversion will not itself generate any federal or Louisiana income tax liability and that it will not result in any increase in ELI's annual income tax liab ilities. Should any additional income tax liability result from the conversion itself, that increase will be absorbed by shareholders and not passed along to ratepayers.

3. This Order is effective immediately.

BY ORDER OF THE COMMISSION
BATON ROUGE, LOUISIANA
October 3, 2005

/S/ C. DALE SITTIGDISTRICT IV
COMMISSIONER C. DALE SITTIG

/S/ JAMES M. FIELD
DISTRICT II
COMMISSIONER JAMES M. FIELD

/S/ JACK "JAY" A. BLOSSMAN
DISTRICT I
COMMISSIONER JACK "JAY" A. BLOSSMAN

/S/ FOSTER L. CAMPBELL
DISTRICT V
COMMISSIONER FOSTER L. CAMPBELL

/S/ LAMBERT C. BOISSIERE, III
DISTRICT III
 Commissioner Lambert C. Boissiere, III

LAWRENCE C. ST. BLANC
SECRETARY

_________________________
1.  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 ELI has represented to the Commission that the business function and purpose of the company will not differ materially from what is set forth in ELI's Application.

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

3.  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.

EX-99

Exhibit D-3

UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION

                                                )
Entergy Louisiana, Inc.         )                                                                 Docket No. EC05_________
                                                )

APPLICATION OF ENTERGY LOUISIANA, INC.,
FOR AUTHORIZATION TO IMPLEMENT
PLAN OF CORPORATE RESTRUCTURING

Pursuant to Section 203 of the Federal Power Act, 16 U.S.C. ' 824b, and Part 33 of the Regulations of the Federal Energy Regulatory Commission ("FERC" or the "Commission"), 18 C.F.R. Part 33, Entergy Services, Inc. ("Entergy Services"),¹ as agent for its affiliate Entergy Louisiana, Inc. ("ELI"), requests authorization for ELI to implement a plan of internal corporate restructuring to change from a business corporation to a limited liability company. The reorganization will not effect any change in ultimate control over FERC-jurisdictional utilities or facilities and will not have any impact on competition, cause any increases in rates, nor impair the effectiveness of federal or state regulation. For these reasons, ELI respectfully submits that its proposed corporate reorganization comports with the public interest and requests the Commission to authorize it.

ELI is a Louisiana corporation. ELI is a subsidiary of Entergy Corporation ("Entergy") and owns and operates an electric utility business in portions of Louisiana that serves wholesale and retail customers. ELI is proposing to restructure itself to change its corporate form to a limited liability company, Entergy Louisiana, LLC ("ELL"), subject to the receipt of all necessary regulatory approvals. ELL will continue ELI's regulated utility business and assume substantially all of ELI's obligations. The restructuring will be transparent to ELI's customers and have no effect on them.

ELI requests authorization for its restructuring pursuant to Section 203 of the Federal Power Act. The restructuring will fully satisfy the standards set forth in the Commission's Merger Policy Statement.² Accordingly, ELI respectfully submits that the restructuring is consistent with the public interest and should be authorized promptly and without hearing.

I. BACKGROUND

A. Description of the Participants to the Proposed Restructuring

ELI is a Louisiana corporation and a wholly-owned subsidiary of Entergy, a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended. ELI owns and operates an electric utility in portions of Louisiana that provides retail electric service to approximately 662,000 customers and wholesale capacity and energy service to a number of customers. ELI owns a transmission system comprised of approximately 2,700 miles of transmission lines and associated facilities over which it provides open access transmission services under Entergy Services' open access transmission tariff on file with FERC.

As a subsidiary of Entergy, ELI is affiliated with Entergy Gulf States, Inc., Entergy Arkansas, Inc., Entergy New Orleans, Inc., and Entergy Mississippi, Inc., each a utility operating company that serves wholesale and retail power customers and transmission customers (collectively, "Entergy Operating Companies"). ELI also is affiliated with a number of non-traditional energy companies. ELI's energy-related affiliates are identified in Exhibit B.

B. Description of the Proposed Restructuring

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 ("ELL"). As described in further detail below, ELL will be a limited liability company organized under the laws of Texas. ELL will assume all of the regulated utility obligations of ELI and substantially all of the property and other assets of ELI,³ including all assets used to provide retail and wholesale electric service to ELI's customers. ELL's utility operations will remain subject to the jurisdiction of FERC and the Louisiana Public Service Commission ("LPSC") to the same extent those agencies currently possess jurisdiction over ELI's utility operations. All of the common membership interests of ELL will be owned by a Texas corporation to be known as Entergy Louisiana, Inc., which will serve as an intermediate holding company primarily in order to ensure that the franchise ta x 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. Attached as Exhibit C are organizational charts showing ELI's pre-and post-restructuring corporate organization.

ELI proposes to accomplish its restructuring in two steps.

In Step 1, 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 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. (for purposes of this application, "Holdings"). All the common stock and preferred stock of ELI will continue to be outstanding common and preferred stock of Holdings. Accordingly, Holdings will continue to be owned by the same stockholders with the same ownership rights and interests as the stockholders had immediately before the conversion, including Entergy's ownership of all the common stock of Holdings. All ownership and other rights in real estate and other property of ELI will continue to be owned by Holdings 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 Holdings.

In Step 2, Holdings will enter into a Plan of Merger under Article 5.01 of the Texas Business Corporation Act, under which Holdings will continue to exist and two new Texas limited liability companies, ELL and ELP, will be created as direct subsidiaries of Holdings. Following the merger, the common and preferred stock of Holdings will continue to be outstanding and owned by the persons who owned the stock immediately prior to the merger, including Entergy's ownership of all the common stock of Holdings. In addition, 146,970,607 units of Common Membership Interests ("Common Units") of ELL will be issued and allocated to Holdings. These Common Units will represent all the issued and outstanding Common Membership Interests of ELL.

Substantially all real estate and other property owned, leased, and claimed by Holdings immediately prior to the merger will be allocated to and vested in ELL. However, 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 SFI, 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"). 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. Holdings will remain obligated for those liabilities and obligations allocated to ELL at the time of the merger, but not for any obligation or liability incurred by ELL after the merger. Holdings also will retain an amount of working capital sufficient to meet its business needs. ELL will suc ceed to and assume all of ELI's jurisdictional tariffs, rate schedules, and service agreements, and provide electric service to ELI's customers without interruption.⁴

At the time of the restructuring, ELL will issue for sale to unaffiliated third parties certain Cumulative Preferred Interests ("Preferred Interests")⁵. 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, Holdings will have no less than 75% of the combined voting power of the Common Units and, if applicable, Preferred Interests, and so it 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 Interests, certain mergers and similar matters.

Following completion of the restructuring, ELL will be managed under the authority of managers, each of which 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. ELI's current directors and officers will serve as directors and officers of ELL in their same capacities.

II. THE PROPOSED RESTRUCTURING IS CONSISTENT WITH THE PUBLIC INTEREST

In reviewing transactions under Section 203 of the Federal Power Act, the Commission considers the following factors: (1) the effect on competition; (2) the effect on rates; and (3) the effect on regulation.⁶ 18 C.F.R.  2.26. As explained below, the proposed restructuring will not have any adverse effect on competition, rates, or regulation. Accordingly, the proposed restructuring warrants the Commission's prompt approval as being consistent with the public interest.

A. No Adverse Effect on Competition

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

The restructuring at issue here will effect a nominal, but not substantive, change in control over FERC-jurisdictional facilities. In its Order No. 642, FERC exempted Section 203 applicants requesting approval for internal corporate reorganizations from the requirement that they provide a full competitive screen analysis under Part 33 of its regulations.⁷ The restructuring at issue here is just such a reorganization and does not effect a substantive change in control over ELI or any of its FERC-jurisdictional facilities. ELI therefore is not providing a competitive screen analysis.

ELI's proposed restructuring is not the sort of transaction with which the Commission expressed concern in Cinergy Services, Inc., 102 FERC  61,128 (2003) ("Cinergy"). In Cinergy, FERC expressed concern that a franchised utility's acquisition of generating capacity from an unregulated merchant affiliate potentially could give that affiliated merchant a "safety net" that unaffiliated merchant generators would lack. As such, the Commission noted that in the future it would modify its approach to reviewing inter-affiliate transfers of generation to analyze the competitive effects of intra-corporate transactions of the nature at issue in that proceeding.

ELI's proposed restructuring does not raise the concerns the Commission expressed in Cinergy because it does not involve the transfer of generating facilities from a merchant generator to a traditional utility. Under the Plan of Merger, ELI's regulated generating facilities will be owned by ELL, ELI's regulated successor under the same ultimate owner, Entergy. As such, the reorganization will not cause any transfer of generation from merchant generator to traditional utility such as would raise the concerns the Commission articulated in Cinergy.

The proposed restructuring also will not cause any vertical market power concerns because it will not change the ability or incentive of ELI, ELL, or any of their pre- or post- restructuring affiliates the incentive or ability to affect prices or outputs in the downstream electricity markets or to discourage entry by new generators. Accordingly, ELI submits that the restructuring does not require a competitive screen analysis with respect to vertical competition issues.

B. No Adverse Effect on Wholesale Rates

ELI's proposed restructuring will have no effect on wholesale rates. ELL will succeed to ELI's FERC-jurisdictional tariffs, rate schedules, and service agreements, but none of the ELI's tariffs, rate schedules, or service agreements will be substantively changed as a result of the restructuring, and none of ELI's customers will be affected by the restructuring. Accordingly, the transaction will cause no change in wholesale rates. Tax-related savings from the proposed restructuring are expected to have a positive effect on rates, but the restructuring itself will not cause any change in rates.

C. No Adverse Effect on Regulation

Finally, with respect to regulation, ELI's proposed restructuring will not affect the ability of FERC or state regulators to regulate ELL and its affiliates. ELL will remain subject to FERC and state regulatory jurisdiction in the same manner as ELI current is subject to FERC and state regulatory jurisdiction.

III. INFORMATION REQUIRED BY 18 C.F.R. SECTION 33.2

A. Exact Name of Applicant and Address of Principal Business Office

Entergy Louisiana, Inc.
4809 Jefferson Highway
Jefferson, LA 70121

B. Name and Address of Person Authorized to Receive Notices and Communications in Respect to Application

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

Andrea J. Weinstein
Entergy Services, Inc.
101 Constitution Ave. N.W.
Suite 200 East
Washington, DC 20001
Tel: (202) 530-7342
aweinst@entergy.com Michael C. Griffen
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Tel: (202) 739-5257
Fax: (202) 739-3001
mgriffen@morganlewis.com

ELI requests that the foregoing persons be placed on the official service list for this proceeding and respectfully requests waiver of Rule 203(b)(3) of the Commission's Regulations, 18 C.F.R.  385.203(b)(3), in order to permit designation of more than two persons for service in this proceeding.

C. Description of the Applicant, etc.

1. Business Activities of the Applicant. ELI's business activities are described in Section I and Exhibit A.

2. Energy Subsidiaries and Affiliates. ELI's energy affiliates are identified in Exhibit B.

3. Organizational Charts. ELI provides pre-Transaction and post-Transaction organizational charts as Exhibit C.

4. Description of Joint Ventures, etc. There are no strategic alliances, joint ventures, tolling arrangements, or other business arrangements to which ELI or its energy affiliates are a party that will be substantively affected by the proposed restructuring. ELI's ownership interest in SFI, a joint venture among several of the Entergy Operating Companies that procures fuel for them, will be allocated to ELP, but that change will not have any substantive effect on SFI or its customers.

5. Common Officers or Directors. ELI's current directors and officers will serve as ELL's initial officers in their same capacities and are identified on Exhibit E.

6. Wholesale Power Sales Customers and Unbundled Transmission Customers. ELI has numerous wholesale power sales customers and unbundled transmission customers, none of whom will be affected by the proposed restructuring because ELL will succeed to and assume all of ELI's jurisdictional tariffs, rate schedules, and service agreement and provide service to ELI's customers without interruption or change. Accordingly, ELI requests waiver of the requirement that it identify its wholesale power sales customers and unbundled transmission customers in Exhibit F.

7. Description of Jurisdictional Facilities Owned, Operated, or Controlled by ELI or Parent Companies, Affiliates, and Associated Companies. ELI and its public utility affiliates own extensive FERC-jurisdictional facilities comprised of transmission systems and tariffs, generator-related jurisdictional interconnection facilities, wholesale power sales tariffs, rate schedules, and service agreements, and various books and records. None of these jurisdictional facilities will be substantively affected by the proposed restructuring. Accordingly, ELI requests waiver of the requirement that it provide a description of its and its affiliates' jurisdictional facilities.

8. All jurisdictional facilities and securities associated with or affected by the transaction. The jurisdictional facilities nominally affected by the proposed restructuring are described and discussed in Section I of this application. As explained above, none of these jurisdictional facilities will be substantively affected by the proposed restructuring.

ELI's restructuring will be consummated without consideration.

9. Contracts Related to Proposed Transaction. ELI provides as Exhibit I copies of the Plan of Conversion of Entergy Louisiana, Inc., and the Plan of Merger of Entergy Louisiana, Inc.

10. Facts Showing that the Proposed Sale Will be Consistent with the Public Interest. See Section II for a full discussion of the facts relied upon to demonstrate that the proposed restructuring is consistent with the public interest.

11. Maps. Entergy Services requests waiver of the requirement that it provide a map of the ELI system as Exhibit K. ELI's proposed restructuring will not affect the ELI system in any way.

12. Licenses and Other Approvals. In addition to approval from this Commission, ELI's proposed restructuring will require the approval of the Securities and Exchange Commission, the Louisiana Public Service Commission, and the Nuclear Regulatory Commission and notice to the City Council of the City of New Orleans. No other license, orders, or approvals are required from any other regulatory body in connection with the proposed restructuring.

IV. PROPOSED ACCOUNTING ENTRIES

ELI provides its proposed accounting entries as Exhibit M.

V. NOTICE AND VERIFICATION

As required by Section 33.6 of the Commission's regulations, 18 C.F.R.  33.6, ELI provides in paper and electronic formats a form of notice suitable for publication in the Federal Register.

Also attached is a verification, as required by 18 C.F.R.  33.7, signed on ELI's behalf by a representative of ELI.

VI. REQUIRED EXHIBITS AND REQUEST FOR WAIVERS

ELI submits as attachments to this application the exhibits required under Section 33 of the Commission's regulations (or specific requests for waiver of those requirements). ELI requests partial waiver of certain Commission informational requirements in the exhibits made part of this application. The basis for each request for waiver is stated in the appropriate exhibit.

VII. CONCLUSION

WHEREFORE, for the foregoing reasons, ELI respectfully requests that the Commission grant this application and approve its proposed restructuring.

Respectfully submitted,

_____________________________________
Michael C. Griffen
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
 

Andrea J. Weinstein
Entergy Services, Inc.
101 Constitution Ave. N.W.
Suite 200 East
Washington, DC 20001

Attorneys for Entergy Louisiana, Inc.

Dated: July 25, 2005

_________________________
1.  Entergy Services is a service company subsidiary of Entergy Corporation and provides various business and legal services to its affiliates.

2.  Inquiry Concerning the Commission's Merger Policy Under the Federal Power Act: Policy Statement, Order No. 592, III FERC Stats. & Regs.  31,044 (1996), on reconsideration, Order No. 592-A, 79 FERC  61,321 (1997) ("Merger Policy Statement"); Revised Filing Requirement Under Part 33 of the Commission's Regulations, 93 FERC  61,164 (2000), reh'g denied 94 FERC  61,287 (2001).

3.  As part of ELL's restructuring, certain undeveloped real estate owned by ELI, as well as ELI's ownership interest in System Fuels, Inc. ("SFI"), including ELI's interest in a long-term note receivable from SFI, will be transferred to Entergy Louisiana Properties, LLC ("ELP"), another Texas limited liability company, which also will be a wholly-owned direct subsidiary of Entergy Louisiana, Inc.

4.  Entergy Services will provide to ELL the same type of corporate, administrative, professional, technical and other support services that it currently provides to ELI. 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. 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.

5.  ELL's issuance of Preferred Interests for sale to unaffiliated third parties is subject to the jurisdiction of the Securities and Exchange Commission, so ELL will not require FERC authorization for such issuances under Section 204 of the Federal Power Act Section, 16 U.S.C. 824c.

6.  Merger Policy Statement. See also Revised Filing Requirements Under Part 33 of the Commission's Regulations, Order No. 642, 65 Fed. Reg. 70,983 (Nov. 28, 2000), FERC Stats. and Regs. [Regs. Preambles 1996-2000]  31,111 (2000), order on reh'g, Order No. 642-A, 65 Fed. Reg. 16,121 (Mar. 23, 2001), 94 FERC  61,289 (2001) (codified at 18 C.F.R. Part 33) ("Order No. 642").

7.  Revised Filing Requirement Under Part 33 of the Commission's Regulations, 93 FERC  61,164 (2000), reh'g denied 94 FERC  61,287 (2001).

EX-99

Exhibit D-4

UNITED STATES OF AMERICA 112 FERC 62,209
FEDERAL ENERGY REGULATORY COMMISSION

Entergy Louisiana, Inc.

Docket No. EC05-112-000

ORDER AUTHORIZING DISPOSITION OF
JURISDICTIONAL FACILITIES

(Issued September 13, 2005)

On July 25, 2005, Entergy Services, Inc. (Entergy Services),¹ as agent for its affiliate Entergy Louisiana, Inc. (Entergy Louisiana) filed an application pursuant to section 203 of the Federal Power Act (FPA)² requesting Commission authorization to dispose of jurisdictional facilities resulting from an internal corporate reorganization under which Entergy Louisiana will change from a business corporation to a limited liability company. The jurisdictional facilities consist of transmission systems and tariffs, interconnection facilities, wholesale power sales tariffs, rate schedules, and service agreements, and various books and records.

Entergy Louisiana is a Louisiana corporation and wholly-owned subsidiary of Entergy Corporation (Entergy),³ a registered public utility holding company under the Public Utility Holding Company Act of 1935. Entergy Louisiana owns and operates an electric utility in portions of Louisiana that serves wholesale and retail customers. It also owns a transmission system comprised of 2,700 miles of transmission lines and associated facilities over which it provides open access transmission services under Entergy Services' open access transmission tariff.

Entergy Louisiana is proposing to restructure itself to change its corporate form to a limited liability company, Entergy Louisiana, LLC (Entergy Louisiana Limited). Entergy Louisiana Limited will be a limited liability company organized under the laws of Texas. Entergy Louisiana Limited will assume all of the regulated utility obligations of Entergy Louisiana and substantially all of the property and other assets, including all assets used to provide retail and wholesale electric service to Entergy Louisiana's customers. All of the common membership interests of Entergy Louisiana Limited will be owned by a Texas corporation to be known as Entergy Louisiana which will serve as an intermediate holding company primarily in order to ensure that the franchise tax savings that are to be achieved by the conversion of Entergy Louisiana into a limited liability company will be realized and not simply transferred from Entergy Louisiana to Entergy.

According to the application, the proposed corporate restructuring will be accomplished through a multi-step process. In the first step, Entergy Louisiana will change its place of incorporation from Louisiana to Texas. Entergy Louisiana will adopt a Plan of Conversion under which its existence will continue as a Texas corporation under the name of Entergy Louisiana (Holdings). All the common and preferred stock of Entergy Louisiana will continue to be outstanding common and preferred stock of Holdings. Holdings will continue to be owned by the same stockholders with the same ownership rights and interests as the stockholders had immediately before the conversion, including Entergy's ownership of all the common stock of Holdings. All liabilities and obligations of Entergy Louisiana will continue to be liabilities and obligations of Holdings.

In the second step, Holdings will enter into a Plan of Merger under which Holdings will continue to exist and two new Texas limited liability companies, Entergy Louisiana Limited and Entergy Louisiana Properties, LLC (Entergy Louisiana Properties), will be created as direct subsidiaries of Holdings. Following the merger, the common and preferred stock of Holdings will continue to be outstanding and owned by the persons who owned the stock immediately prior to the merger, including Entergy's ownership of all the common stock of Holdings. In addition, 146,970,607 units of common membership interests of Entergy Louisiana Limited will be issued and allocated to Holdings. Substantially all real estate and other property owned, leased, and claimed by Holdings immediately prior to the merger will be allocated to and vested in Entergy Louisiana Limited. However, Holdings will transfer to Entergy Louisiana Properties: 1) two tracks of undeveloped real estate known as the St. Rosalie and Wilton Plant sit es; 2) Entergy Louisiana's ownership interest in the equity and a long-term note receivable from System Fuels, Inc. (System Fuels), an affiliated fuel procurement company; and 3) working capital in an amount sufficient to fund the day-to-day business operations of Entergy Louisiana Properties (Entergy Louisiana Properties Assets). All liabilities and obligations of Holdings immediately prior to the merger will be allocated to Entergy Louisiana Limited, except liabilities and obligations relating to the Entergy Louisiana Properties Assets. Holdings will remain obligated for those liabilities and obligations allocated to Entergy Louisiana Limited at the time of the merger, but not for any obligations or liability incurred by Entergy Louisiana Limited after the merger.

Entergy Louisiana states that the proposed transaction is consistent with the public interest and will have no adverse effect on competition, rates or regulation. According to application, the proposed transaction will not have an adverse effect on competition because the restructuring at issue here will effect a nominal, but not substantive, change in control over Entergy Louisiana jurisdictional facilities. Entergy Louisiana asserts that the proposed transaction does not involve the transfer of generating facilities from a merchant generator to a traditional utility. Further, Entergy Louisiana states that the proposed transaction will not change the ability or incentive of Entergy Louisiana, Entergy Louisiana Limited, or any of their pre- or post- restructuring affiliates the incentive or ability to affect prices or outputs in the downstream electricity markets or to discourage entry by new generators.

The application indicates that rates will not be adversely affected by the proposed transaction because Entergy Louisiana Limited will succeed to Entergy Louisiana's tariffs, rate schedules, and service agreements which will not be substantively changed as a result of the proposed restructuring. Entergy Louisiana states that the tax-related savings from the proposed transaction are expected to have a positive effect on rates, but the restructuring itself will not cause any change in rates.

With respect to regulation, Entergy Louisiana states that Entergy Louisiana Limited and its affiliates will remain subject to the Commission and state regulation after consummation of the proposed transaction.

The filing was noticed on August 1, 2005, with comments, protests, or interventions due on or before August 15, 2005. Arkansas Public Service Commission filed a timely notice of intervention raising no issues. On August 18, 2005, the Louisiana Public Service Commission filed a motion to intervene out of time, raising no issues. That motion is granted as it comes at an early stage and does not disrupt the proceeding. Notices of intervention and unopposed timely filed motions to intervene are granted pursuant to the operation of Rule 214 of the Commission's Rules of Practice and Procedure (18 C.F.R.  385.214). Any opposed or untimely filed motion to intervene is governed by the provisions of Rule 214.

After consideration, it is concluded that the proposed transaction is consistent with the public interest and is authorized, subject to the following conditions:

(1) The proposed transaction is authorized upon the terms and conditions and for the purposes set forth in the application;

(2) The foregoing authorization is without prejudice to the authority of the Commission or any other regulatory body with respect to rates, service, accounts, valuation, estimates or determinations of costs, or any other matter whatsoever now pending or which may come before the Commission;

(3) Nothing in this order shall be construed to imply acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted;

(4) The Commission retains authority under sections 203(b) and 309 of the FPA to issue supplemental orders as appropriate;

(5) If the transaction results in changes in the status or the upstream ownership of Entergy Louisiana's affiliated Qualifying Facilities, if any, an appropriate filing for recertification pursuant to 18 C.F.R.  292.207 shall be made;

(6) Applicants shall make appropriate filings under section 205 of the FPA, as necessary, to implement the transaction;

(7) Entergy Louisiana shall account for the transaction in accordance with Electric Plant Instruction No. 5 and Account 102, Electric Plant Purchased or Sold, of the Uniform System of Accounts. Entergy Louisiana must also file its proposed accounting within six months of the date that the transaction is consummated; and

(8) Applicants shall notify the Commission within 10 days of the date that the disposition of the jurisdictional facilities has been consummated.

This action is taken pursuant to the authority delegated to the Director, Division of Tariffs and Market Development - West, under 18 C.F.R.  375.307. This order constitutes final agency action. Requests for rehearing by the Commission may be filed within 30 days of the date of issuance of this order, pursuant to 18 C.F.R.  385.713.

John T. Carlson
Acting Director
Division of Tariffs and Market Development - West

_________________
1.  Entergy Services is a service company subsidiary of Entergy Corporation and provides various business and legal services to its affiliates.

2.  16 U.S.C.  824b (2000).

3.  As a subsidiary of Entergy, Entergy Louisiana is affiliated with Entergy Gulf States, Inc., Entergy Arkansas, Inc., Entergy New Orleans, Inc., and Entergy Mississippi, Inc. (collectively, Entergy Operating Companies).

EX-99

Exhibit D-5

Entergy Operations, Inc.
P.O. Box 31995
Jackson, MS 39286-1995
Tel: 601-368-5692

Gary J. Taylor
Chief Executive Officer

CNRO-2005-00038

July 20, 2005

U.S. Nuclear Regulatory Commission
Attn: Document Control Desk
Washington, DC 20555

SUBJECT:  Proposed License Transfer and Conforming License Amendment
                 Request, NPF-38-261
                 Waterford Steam Electric Station, Unit 3
                 Docket No. 50-382
                 License No. NPF-38

Dear Sir or Madam:

Pursuant to 10 CFR 50.80, Entergy Louisiana, Inc. (ELI) and Entergy Operations, Inc. (EOI) are applying for transfer of control of Facility Operating License and Materials License No. NPF-38 for the Waterford Steam Electric Station, Unit 3 (Waterford 3). The transfer is associated with the restructuring of ELI from a Louisiana corporation to a Texas limited liability company, Entergy Louisiana, LLC (ELL). EOI will continue to operate Waterford 3, and the proposed restructuring will not affect the technical or financial qualifications of ELL or EOI.

The Attachment contains the justification for the transfer of control. Exhibit A to the Attachment includes the proposed changes to the Waterford 3 Operating License. The proposed change does not include any new commitments.

Entergy requests approval of the proposed amendment by November 30, 2005. Once approved, the amendment shall be implemented within 30 days. Although this request is neither exigent nor emergency, your prompt review is requested.

If you have any questions or require additional information, please contact Jerry Burford at 601-368-5755.

Sincerely,

GJT/FGB/baa

Attachment: Application for Transfer of Operating License and Materials License, NPF-38
cc: (See Next Page)

cc: Dr. Bruce S. Mallett
U. S. Nuclear Regulatory Commission
Region IV
611 Ryan Plaza Drive, Suite 400
Arlington, TX 76011

NRC Senior Resident Inspector
Waterford 3 - W-MSB
17265 Killona, LA
Killona, LA 70057-3093

U.S. Nuclear Regulatory Commission
Attn: Mr. Nageswaran Kalyanam MS O-7D1
Washington, DC 20555-0001

Wise, Carter, Child & Caraway
Attn: J. Smith
P.O. Box 651
Jackson, MS 39205

Winston & Strawn
Attn: N.S. Reynolds
1700 K Street, NW
Washington, DC 20006-3817

Louisiana Department of Environmental Quality
Office of Environmental Compliance
Surveillance Division
P. O. Box 4312
Baton Rouge, LA 70821-4312

American Nuclear Insurers
Attn: Library
Town Center Suite 300S
29`^h S. Main Street
West Hartford, CT 06107-2445

e-mail: Standard Distribution

bcc: Waterford 3 Records Center (W-GSB-100)
TSCR File (NPF-38-261)
Licensing Green Folder File

Attachment

CNRO-2005-00038

Application For Transfer of Operating License
and Materials License. NPF-38

UNITED STATES OF AMERICA
NUCLEAR REGULATORY COMMISSIONS

In the Matter of                                         ) Docket No.
                                                                 )
Entergy Louisiana, Inc.,                             )
Entergy Operations, Inc.                           )
Waterford Steam Electric Station, Unit 3   ) 50-382

APPLICATION FOR TRANSFERS OF OPERATING LICENSE
AND MATERIALS LICENSE, NPF-38

Entergy Louisiana, Inc. and Entergy Operations, Inc. (hereinafter "ELI" and "EOI") apply for the consent of the Nuclear Regulatory Commission ("NRC") under 10 C.F.R. 50.80 to the transfer of control of Facility Operating License and Materials License No. NPF-38 for the Waterford Steam Electric Station, Unit 3 (hereinafter "Waterford 3"). The transfer will occur as a result of the restructuring of ELI from a Louisiana corporation to a Texas limited liability company, Entergy Louisiana, LLC (hereinafter "ELL"). EOI will continue to operate Waterford 3, and the proposed restructuring will not affect the technical or financial qualifications of ELL or EOI.

1. Background and Description of Proposed Transfer

ELI is the owner of Waterford 3, a commercial nuclear power reactor operated by EOI. Both ELI and EOI are direct subsidiaries of Entergy Corporation. ELI is currently a Louisiana corporation. Under the proposed restructuring, ELI will become a Texas corporation ("Holdings") and will form ELL, which will be a Texas limited liability company. Holdings will remain a subsidiary of Entergy Corporation and will own all the common membership interests in ELL. All of the common stock and preferred stock of ELI will continue to be outstanding and to be owned by the same stockholders with the same ownership rights and interests as those stockholders had immediately before the restructuring.¹

ELL will assume all of the regulated utility obligations of ELI, along with the property and other assets of ELI that are used to provide retail and wholesale electric service to ELI's customers. ELL's retail utility operations will be subject to the jurisdiction of the LPSC to the same extent that the LPSC currently possesses jurisdiction over ELI's retail utility operations. 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.

EOI operates Waterford 3 pursuant to an Operating Agreement with ELI. EOI will continue to operate Waterford 3 and the current Operating Agreement will be amended to reflect the new owner of the plant. EOI will not be affected by the restructuring.

II. Supporting Information

A. Statement of Purpose for the Transfer and the Nature of the Transaction Necessitating or Making the License Transfer Desirable

The purpose of the proposed restructuring of ELI is to take advantage of more favorable franchise tax treatment for limited liability companies under Louisiana law. Pursuant to Louisiana Revised Statutes Section 47.601A, ELI currently is obligated to pay corporation franchise taxes in the State of Louisiana. These taxes impose a substantial financial obligation on ELI and its customers. 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.

In Docket No. U-20925 (RRF 2004) the Louisiana Public Service Commission ("LPSC") 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 franchise taxes. The Company agreed to this recommendation and agreed further to provide interim reports regarding the status of its restructuring efforts. The proposed restructuring implements the Staff's recommendation in Docket No. U-20925 (RRF 2004).

B. Description of Business; Organization and Management

ELL will be a Texas limited liability company. All of the directors and principal officers of ELL will be citizens of the United States. ELL will not be owned, controlled or dominated by an alien, foreign corporation, or foreign government. Neither ELL nor EOI is acting as a representative of any other person in this request.

The Directors and principal officers of ELL, all of whom are citizens of the United States, will be as follows:

Directors:

E. Renae Conley, Chairman
Leo P. Denault
Mark Savoff
Richard J. Smith

Officers:

E. Renae Conley, President and Chief Executive Officer
Richard J. Smith, Group President, Utility Operations
Robert D. Sloan, Executive Vice President, General Counsel and Secretary
Joseph T. Henderson, Senior Vice President and General Tax Counsel
Nathan E. Langston, Senior Vice President and Chief Accounting Officer
William E. Madison, Senior Vice President-Human Resources and Administration
Jay A. Lewis, Vice President, Chief Financial Officer-Operating
Murphy A. Dreher, Vice President, Sate Governmental Affairs-Louisiana
Michael Twomey, Vice President, Regulatory Affairs - Louisiana
Steven C. McNeal, Jr., Assistant Secretary
John M. Adams, Jr., Assistant Secretary
Christopher T. Screen, Assistant Secretary
Michael A. Caruso, Assistant Treasurer
Gary S. Hoffman, Assistant Treasurer
Mary Ann Valladares, Assistant Treasurer
Frank Williford, Assistant Treasurer
Rory L. Roberts, Tax Officer
Patricia A. Galbraith, Tax Officer

Holdings will be a Texas corporation. It will not be owned, controlled, or dominated by an alien, foreign corporation, or foreign government. The directors and principal officers of Holdings, all of whom are citizens of the United States, will be as follows:

Directors:

E. Renae Conley
Joseph F. Domino
Joseph T. Henderson

Officers:

Joseph T. Henderson, President and Chief Executive Officer
Nathan E. Langston, Senior Vice President and Chief Accounting Officer
William Mohl, Vice President and Treasurer
John Wengler, Assistant Treasurer
Sallie Rainer, Assistant Secretary
Reggie Rice, Assistant Secretary

C. Technical Qualifications

EOI will continue to operate Waterford 3 as the licensed operator after the restructuring of ELI. The proposed restructuring involves no change to either the management organization or technical personnel currently responsible for operating Waterford 3. The technical support organization for the facility will also be unchanged as a result of the restructuring. The personnel presently employed by EOI will not be affected by the restructuring and it will have no impact on their ability to continue to safely operate Waterford 3. There will be no change to the existing Security or Emergency Preparedness Plans or to the personnel responsible for these functions. Therefore, the technical qualifications of ELL and EOI to carry out their responsibilities under Operating License and Materials License NPF-38 will remain unchanged and will not be adversely affected by the proposed restructuring.

D. Financial Qualifications.

ELI recovers the costs of operating and maintaining Waterford 3 through rates established by the LPSC. As an "electric utility" (as defined in 10 C.F.R. 50.2), it is exempt from financial qualifications review under 10 C.F.R. 50.33(f). After the restructuring, ELL will continue to recover the costs of operating and maintaining Waterford 3 through rates established by the LPSC and will be an "electric utility" as defined in 10 C.F.R. 50.2. The proposed restructuring will in no way impair the ability of the LPSC to regulate the rates and services rendered by ELL to its customers, and 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. A financial qualification review is therefore not required under 10 C.F.R. 50.33(f).

E. Decommissioning Funding.

There will be no changes to the existing mechanisms that provide financial assurance for decommissioning Waterford 3 as a result of the restructuring. ELL will continue to provide decommissioning funding through an external sinking fund. Funds for decommissioning will continue to be collected through rates established by the LPSC, currently as provided in LPSC Order No. U-20925 RRF 2004, and held in a trust established for the purpose of decommissioning the plant. There will be no changes to the existing Trust Agreements other than an amendment to reflect the new owner.

F. Antitrust Considerations.

The NRC has found that antitrust reviews of post-operating license transfer applications are neither required nor authorized by the Atomic Energy Act. Final Rule, Antitrust Review Authority; Clarification, 65 Fed. Reg. 44,649 (July 19, 2000); See also Kansas Gas and Electric Co. (Wolf Creek Generating Station, Unit 1), CLI-99, 49 NRC 441 (1999).

G. Restricted Data

This application does not contain any Restricted Data or other classified defense information, and it is not expected that any such information will become involved in the licensed activities. In the event that licensed activities do involve Restricted Data in the future, the Licensees will appropriately safeguard such information and will not permit any individual to have access to Restricted Data until the Office of Personnel Management shall have made an investigation and reported to the NRC on the character, associations, and loyalty of the individual, and the NRC has determined that permitting such persons to have access to Restricted Data will not endanger the common defense and security of the United States.

H. No Environmental Impact

The transfer described in this application does not involve any change to the nuclear plant operations or equipment of the plant and does not change any environmental impact previously evaluated in the Final Environmental Statement for the plant. Furthermore, the NRC has determined that license transfers and any associated amendments are categorically exempt from environmental review. 10 C.F.R. 51.22(c)(21). This application, therefore, involves no significant environmental impact.

I. Conforming License Amendments

The restructuring of ELI into ELL will require changes to the existing license to reflect the new owner. The NRC is requested to approve an amendment to the license reflecting the new owner. Exhibit A contains the requested changes.

J. Other Required Regulatory Approvals

The proposed restructuring will require approval by the LPSC, the Securities Exchange Commission, and the Federal Energy Regulatory Commission and notice to the City Council of New Orleans.

III. Effective Date

Assuming the receipt of all required regulatory approvals, the proposed restructuring is scheduled to take place before January 1, 2006, in order to avoid the assessment of franchise taxes on December 31, 2005. Therefore, the NRC is requested to review this application on a schedule that will permit the NRC to provide its final consent to the license transfer as promptly as possible, but in no event later than November 30, 2005. It is requested that such consent as the NRC may deem necessary be immediately effective upon issuance.

IV. Conclusion

For the foregoing reasons, the NRC is requested to consent to the transfers of Operating License and Materials License NPF-38 that will result from the restructuring of ELI into ELL, a Texas limited liability company.

Gary J. Taylor
President and Chief Executive Officer of
Entergy Operations, Inc.

E. Renae Conley
President and Chief Executive Officer of
Entergy Louisiana, Inc.

State of Mississippi
Hinds County

Then personally appeared before me, Gary Taylor, who being duly sworn, did state that he is President and Chief Executive Officer of Entergy Operations, Inc. that he is duly authorized to execute and file the submittal contained herein, in the name and on behalf of the above-named company, and that the statements attributable to Entergy Operations, Inc. are true to the best of his knowledge and belief.

Subscribed and sworn to before me this ____ day of _______________.

_____________________________
Notary Public
My Commission Expires:

State of Louisiana
___________ Parish

Then personally appeared before me, E. Renae Conley, who being duly sworn, did state that she is President and Chief Executive Officer of Entergy Louisiana, Inc. that she is duly authorized to execute and file the submittal contained herein, in the name and on behalf of the above-named company, and that the statements attributable to Entergy Louisiana, Inc. are true to the best of her knowledge and belief.

Subscribed and sworn to before me this ____ day of _______________.

_____________________________
Notary Public
My Commission Expires:

Exhibit A

CNRO-2005-00038

Proposed Operating License Changes (Mark-ups)

UNITED STATES
NUCLEAR REGULATORY COMMISSION

WASHINGTON. O.C. 20066-0001

ENTERGY LOUISIANA, INC.LLC

ENTERGY OPERATIONS. INC.

DOCKET NO. 5O-382

WATERFORD STEAM ELECTRIC STATION, UNIT 3

FACILITY OPERATING LICENSE

License No. NPF-38
Amendment No. 734

1. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

A. The application for license filed by Entergy Louisiana, Inc.LLC complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made;

B. Construction of the Waterford Steam Electric Station, Unit 3 (facility), has been substantially completed in conformity with Construction Permit No. CPPR-103 and the application as amended, the provisions of the Act, and regulations of the Commission;

C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 1.1 and 2.D below);

D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such, activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I (except as exempted from compliance in Sections 1.I and 2.D below);

E. Entergy Operations, Inc. (EOI) is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; LLC

F. Entergy Louisiana, Inc.LLC has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements'" of the Commission's regulations;

G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public;

H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs, and after considering available alternatives, the issuance of the Facility Operating License No. NPF-38, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and

I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40 and 70, except that an exemption to the provisions of 10 CFR 70.24 is granted as described in Supplement No. 8 to the Safety Evaluation Report. This exemption is authorized under 10 CFR 70.24(d) and will not endanger life or property or the common defense and security and is otherwise in the public interest.

2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on March 15, 1985, the license for fuel loading and low power testing, License No. NPF-26, issued on December 18, 1984, is superseded by Facility Operating License No. NPF-38 hereby issued to Entergy Louisiana, Inc.LLC and Entergy Operations, Inc. to read as follows:

1. This license applies to the Waterford Steam Electric Station, Unit 3, a pressurized water reactor and associated equipment (the facility), owned by Entergy Louisiana, Inc.LLC. The facility is located on the Entergy Louisiana, Inc.LLC site in St. Charles Parish, Louisiana and is described in the Entergy Louisiana, Inc.LLC Final Safety Analysis Report as amended, and the Environmental Report as amended.

AMENDMENT NO. 134

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses;

1. Entergy Louisiana, Inc.LLC, pursuant to Section 103 of the Act and to CFR Part 50, to possess but not operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

2. EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and operate the facility at the designated location in St. Charles Parish, Louisiana in accordance with the procedures and limitations set forth in this license;

3. E0I, pursuant to the Act and 10 CFR Part 70, to receive, possess, and use at any time at the facility site and as designated solely for the facility, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended;

4. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required;

5. E0I, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and

6. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein.

7. (a) Entergy Louisiana, Inc.LLC, to transfer any portion of its 100% undivided ownership interest (up to and inclusive $515 million of aggregate appraised value) in the facility to equity investors, and at the same time lease back for such equity Investors, such interests sold in the facility and receive from such equity investors, consistent with Entergy Louisiana, Inc.LLC leases, the right to use and enjoy the benefits the undivided ownership interests sold in the facility. The terms of the leases are for approximately 27 1/2 years subject to right of renewal. Such sale and leaseback transactions are subject to the condition that the equity investors and anyone else who may acquire an interest under this transaction(s) are prohibited from excising directly or indirectly any control over (i) the facility, (ii) power or energy produced by the facility, or (iii) the licensees of the facility. Further, any rights acquired under this authorization may b e exercised only in compliance with and subject to the requirements and restrictions of this operating license, the Atomic Energy Act of 1954, as amended, and the NRC's regulations. For purposes of this condition, the limitations of 10 CFR 50.81, as now in effect and as they may be subsequently amended, are fully applicable to the equity investors and any successors in interest to the equity investors, as long as the license for the facility remains in effect.

(b) Entergy Louisiana, Inc.LLC (or its designee) to notify the NRC in writing prior to any change in (i) the terms or conditions of any lease agreements executed as part of the above authorized financial transactions, (ii) any facility operating agreement involving a licensee that is in effect now or will be in effect in the future, or (iii) the existing property insurance coverages for the facility, that would materially alter the representations and conditions, set forth in the staff's Safety Evaluation enclosed to the NRC letter dated September 18, 1989. In addition, Entergy Louisiana, Inc.LLC or its designee is required to notify the NRC of any action by equity investors or successors in interest to Entergy Louisiana, Inc.LLC that may have an effect on the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter 1 and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

1. Maximum Power Level

E0I is authorized to operate the facility at reactor core power levels not in excess of 3716 megawatts thermal (100% power) in accordance with the conditions specified herein.

2. Technical Specifications and Environmental Protection Plan

The Technical Specifications contained in Appendix A, as revised through Amendment No. 183, and the Environment Protection Plan contained in Appendix B, are hereby incorporated in the license. EOI shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

AMENDMENT NO. 134, 169, 170, 171, 183, 199

- 5 -

3. Antitrust Conditions

(a) Entergy Louisiana, Inc.LLC shall comply with the antitrust license conditions in Appendix C to this license.

(b) Entergy Louisiana, Inc.LLC is responsible and accountable for the actions of its agents to the extent said agent's actions contravene the antitrust license conditions in Appendix C to this license.

4. Broad Range Toxic Gas Detectors (Section 2.2.1. SSER 6*)

Prior to startup following the first refueling outage, the licensee* shall propose technical specifications for the Broad Range Toxic Gas Detection System for inclusion in Appendix A to this license.

5. Initial Inservice Inspection Program (Section 6.6. SSER 5)

By June 1, 1985, the licensee must submit an initial inservice inspection program for staff review and approval.

6. Environmental Qualification (Section 3.11. SSER 8)

Prior to November 30, 1985, the licensee shall environmentally qualify all electrical equipment according to the provisions of 10 CFR 50.49.

7. Axial Fuel Growth (Section 4.2. SSER 5)

Prior to entering Startup (Mode 2) after each refueling, the licensee shall either provide a report that demonstrates that the existing fuel element assemblies (FEA) have sufficient available shoulder gap clearance for at least the next cycle of operation, or identify to the NRC and implement a modified FEA design that has adequate shoulder gap clearance for at least the next cycle of operation. This requirement will apply until the NRC concurs that the shoulder gap clearance provided is adequate for the design life of the fuel.

__________________________
*The parenthetical notation following the title of many license conditions denotes the section of the Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

*The license originally authorized Entergy Louisiana, Inc.LLC to possess, use and operate the facility. Consequently, certain historical references applicable to Entergy Louisiana, Inc.LLC as the "Licensee" appear in these license conditions.

AMENDMENT NO. 134

- 8 -

(d) Prior to completion of Phase III of the Waterford 3 startup test program, the licensee shall complete corrective actions related to the 23 NRC issues as identified in the LP&L responses.

17. Basemat

The licensee shall comply with its commitments to perform a basemat cracking surveillance program and additional confirmatory analyses of basemat structural strength as described in its letter of February 25, 1985. Any significant change to this program shall be reviewed and approved by the NRC staff prior to its implementation.

D. The facility requires an exemption from certain requirements of Appendices E and J to 10 CFR Part 50. These exemptions are described in the Office of Nuclear Reactor Regulation's Safety Evaluation Report, Supplement No. 10 (Section 6.1.2) and Supplement No. 8 (Section 6.2.6), respectively. These exemptions are authorized by law and will not endanger life or property or the common defense and security and are otherwise in the public interest. These exemptions are, therefore, hereby granted pursuant to 10 CFR 50.12. With the granting of these exemptions, the facility will operate, to the extent authorized herein, in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission.

E. EOI shall fully implement and maintain in effect all provisions of the Commissionapproved physical security, training and qualification, and safeguards contingency plans including amendments made pursuant to provisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The plan, which contains Safeguards Information protected under 10 CFR 73.21, is entitled: "Physical Security, Safeguards Contingency and Training & Qualification Plan," and was submitted on October 4, 2004.

F. Except as otherwise provided in the Technical Specifications or the Environmental Protection Plan, EOI shall report any violations of the requirements contained in Section 2.C of this license in the following manner. Initial notification shall be made within 24 hours to the NRC Operations Center via the Emergency Notification System with written follow-up within 30 days in accordance with the procedures described in 10 CFR 50.73 (b), (c) and (e).

G. Entergy Louisiana, Inc.LLC shall have and maintain financial protection of such type and in such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.

AMENDMENT NO. 134

Revised by letter dated October 28, 2004

______________________
1.  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") will be transferred to Entergy Louisiana Properties, LLC ("ELP") another Texas limited liability company.

EX-99

Exhibit D-7

July 14, 2005

Via Hand Delivery
Mr. Kelley P. Meehan
Director, City Council Utilities Regulatory Office
City Hall - Room 6E07
1300 Perdido Street
New Orleans, LA 70112

Dear Mr. Meehan:

Entergy New Orleans, Inc. is providing the City with a copy of the following filing pursuant to Section 158-181 of the New Orleans City Code:

• 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; LPSC Docket No. S-(TBD).

Should you have any questions, please contact me at 670-3614.

Very truly yours,

/s/ Demetric M. Mercadel

Demetric M. Mercadel
Associate Analyst, Regulatory Affairs

cc: All Councilmembers (Via U.S. Mail)
Ms. Sherry Landry (Via U.S. Mail)
Mr. Ronald J. Pursell (Via U.S. Mail)

EX-5

Entergy Services, Inc.
20 Greenway Plaza
Houston, Texas 77046-2011
Tel: 832-681-3157
Fax: 832-681-3204
e-mail: motts@entergy.com

Mark G. Otts
Senior Counsel
Legal Services Department

Exhibit F-1

November 30, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Ladies and Gentlemen:

With respect to the Application-Declaration, as amended, in File No. 70-10324 ("Application"), of Entergy Corporation ("Entergy"), Entergy Services, Inc. and Entergy Louisiana, Inc. ("ELI") (collectively, "Applicants") requesting approval by the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935 ("1935 Act") for a restructuring in which (1)(a) ELI will convert from a Louisiana corporation to a Texas corporation ("Holdings"); (b) Holdings immediately thereafter will effect a merger, pursuant to Article 5.01 of the Texas Business Corporation Act ("Merger"), whereby (i) 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, (ii) ownership of substantially all of Holdings' property and assets (including all of its gen eration, transmission and distribution assets previously owned by ELI) will be allocated to ELL in return for all of the issued and outstanding Common Membership Interests of ELL, (iii) 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 (iv) 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; and (2) various other related transactions specifically described in the Application, I advise you that in my opinion:

In the event such restructuring and Merger, and related proposed transactions, are consummated in accordance with the Application, the order of the Commission to be issued with respect thereto and the authorizations of state and other regulatory commissions having jurisdiction in the premises:

(1) all state laws applicable to the participation by the Applicants in the restructuring and Merger, and related proposed transactions, will have been complied with;

(2) the securities specified in the Application to be issued by Holdings in connection with the restructuring and Merger, and related transactions, will, when authorized as required, and issued in accordance with their terms, be legally and validly issued;

(3) the securities specified in the Application to be issued by ELL and ELP in connection with the restructuring and Merger, and related transactions, will, when authorized as required, and issued in accordance with their terms, be legally and validly issued;

(4) Entergy will have legally acquired the outstanding shares of common stock of Holdings;

(5) Holdings will have legally acquired the outstanding Common Membership Interests in ELL and ELP; and

(6) the consummation of the restructuring and Merger, and related proposed transactions, will not violate the legal rights of the holders of any securities issued by ELI or any associate company thereof.

I am a member of the Louisiana Bar and express no opinion as to the laws of any other jurisdiction. As to all matters of laws of the State of Texas, I have relied upon the opinion of even date herewith of Clark, Thomas & Winters, a Professional Corporation, filed as Exhibit F-2 to the Application. As to all matters of the laws of the State of New York and the General Corporation Law of Delaware, I have relied upon the opinion of even date herewith of Thelen Reid & Priest LLP, filed as Exhibit F-3 to the Application. In rendering the foregoing opinions, I have not examined into and do not pass upon matters of compliance with state securities or blue sky laws.

I hereby consent to the filing of this opinion as an exhibit to the Application.

Very truly yours,

/s/ Mark G. Otts

Mark G. Otts

EX-5

Exhibit F-2

Clark, Thomas & Winters
A PROFESSIONAL CORPORATION

POST OFFICE BOX 1148
AUSTIN, TEXAS  78767

300 WEST 6TH STREET, 15TH FLOOR
AUSTIN, TEXAS 78701

TELEPHONE (512)472-8800
FAX (512) 474-1129

November 30, 2005

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Ladies and Gentlemen:

With respect to the Application-Declaration, as amended, in File No. 70-10324 ("Application") of Entergy Corporation ("Entergy"), Entergy Services, Inc. and Entergy Louisiana, Inc. ("ELI") requesting approval by the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935 for (1) a restructuring in which (a) ELI will convert from a Louisiana corporation to a Texas corporation ("Holdings") and will continue in existence without a change in its identity; (b) Holdings immediately thereafter will effect a merger, pursuant to Article 5.01 of the Texas Business Corporation Act ("Merger"), whereby (i) 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, (ii) ownership of substantially all of Holdings' property and assets (including all of its generation, transmission and distribution assets previously owned by ELI) will b e allocated to ELL in return for all of the issued and outstanding Common Membership Interests of ELL, (iii) 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 (iv) 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; and (2) various other related transactions specifically described in the Application, we advise you that in our opinion:

In the event such restructuring and Merger, and related proposed transactions, are consummated in accordance with the Application, the order of the Commission to be issued with respect thereto and the authorizations of state and other regulatory commissions having jurisdiction in the premises:

(1) all state laws applicable to the participation by Holdings, ELL and ELP in the restructuring and Merger, and related proposed transactions, will have been complied with;

(2) Holdings will be duly organized and validly existing under the laws of the State of Texas;

(3) ELL and ELP will be duly created as limited liability companies under the laws of the State of Texas;

(4) the securities issued by ELI and outstanding immediately prior to the restructuring and Merger, and related transactions, will remain legally and validly issued and outstanding securities of Holdings immediately after the restructuring and Merger, and related transactions;

(5) the securities specified in the Application to be issued by ELL and ELP in connection with the restructuring and Merger, and related transactions, will, when authorized as required, and issued in accordance with their terms, be legally and validly issued; and

(6) Holdings will have legally acquired the outstanding Common Membership Interests in ELL and ELP.

We are members of the Texas Bar and express no opinion as to the laws of any other jurisdiction. As to all matters of law of the State of Louisiana, we have relied upon the opinion of even date herewith of Mark G. Otts, Esq., Senior Counsel-Corporate and Securities, filed as Exhibit F-1 to the Application. As to all matters of laws of the State of New York and the General Corporation Law of Delaware, we have relied upon the opinion of even date herewith of Thelen Reid & Priest LLP, filed as Exhibit F-3 to the Application. In rendering the foregoing opinions, we have not examined into and do not pass upon matters of compliance with state securities or blue sky laws.

This opinion may be relied on only by you and by Mark G. Otts, Esq., Senior Counsel-Corporate and Securities, Entergy Corporation, and Thelen Reid & Priest LLP and by no other persons without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Application.

Very truly yours,

/s/ Clark, Thomas & Winters,
a Professional Corporation

EX-5

EXHIBIT F-3

November 30, 2005

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Ladies and Gentlemen:

With respect to the Application-Declaration, as amended, in File No. 70-10324 ("Application") of Entergy Corporation ("Entergy"), Entergy Services, Inc. and Entergy Louisiana, Inc. ("ELI") (collectively, "Applicants") requesting approval by the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935 ("1935 Act") for a restructuring in which (1)(a) ELI will convert from a Louisiana corporation to a Texas corporation ("Holdings") and will continue in existence without a change in its identity; (b) Holdings immediately thereafter will effect a merger, pursuant to Article 5.01 of the Texas Business Corporation Act ("Merger"), whereby (i) 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, (ii) ownership of substantially all of Holdings' property and assets (including all of its generation, transmission and distributio n assets previously owned by ELI) will be allocated to ELL in return for all of the issued and outstanding Common Membership Interests of ELL, (iii) 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 (iv) 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; and (2) various other related transactions specifically described in the Application, we advise you that in our opinion:

In the event such restructuring and Merger, and related proposed transactions, are consummated in accordance with the Application, the order of the Commission to be issued with respect thereto, and the authorizations of state and other regulatory commissions having jurisdiction in the premises:

(1) all state laws applicable to the participation by the Applicants in the restructuring and Merger, and related proposed transactions, will have been complied with;

(2) the securities issued by ELI and outstanding immediately prior to the restructuring and Merger, and related transactions, will remain legally and validly issued and outstanding securities of Holdings immediately after the restructuring and Merger, and related transactions;

(3) the securities specified in the Application to be issued by ELL and ELP in connection with the restructuring and Merger, and related transactions, will, when authorized as required, and issued in accordance with their terms, be legally and validly issued;

(4) Entergy will continue legally to own the outstanding shares of common stock of Holdings;

(5) Holdings will have legally acquired the outstanding Common Membership Interests in ELL and ELP; and

(6) the consummation of the restructuring and Merger, and related proposed transactions, will not violate the legal rights of the holders of any securities issued by ELI or any associate company thereof.

We are members of the New York Bar and express no opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Delaware. As to all matters of laws of the State of Louisiana, we have relied upon the opinion of even date herewith of Mark G. Otts, Esq., Senior Counsel-Corporate and Securities, filed as Exhibit F-1 to the Application. As to all matters of laws of the State of Texas, we have relied upon the opinion of even date herewith of Clark, Thomas & Winters, a Professional Corporation, filed as Exhibit F-2 to the Application. In rendering the foregoing opinions, we have not examined into and do not pass upon matters of compliance with state securities or blue sky laws.

This opinion may be relied upon only by you and by Mark G. Otts, Esq., Senior Counsel-Corporate and Securities at Entergy, and Clark, Thomas & Winters, a Professional Corporation, and by no other persons without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Application.

Very truly yours,

/s/THELEN REID & PRIEST LLP

THELEN REID & PRIEST LLP