8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2005

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-8474	ENTERGY LOUISIANA HOLDINGS, INC. (a Texas corporation) 10055 Grogans Mill Road Parkwood II Building Suite 500 The Woodlands, Texas 77380 Telephone (281) 297-3647 Former name and address: ENTERGY LOUISIANA, INC. (a Louisiana corporation) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734	72-0245590
Initial Report	ENTERGY LOUISIANA, LLC (a Texas limited liability company) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734	75-3206126

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

(Entergy Louisiana Holdings and Entergy Louisiana, LLC)

Effective December 31, 2005, Entergy Louisiana, LLC, a limited liability company organized under the laws of the State of Texas as part of a restructuring involving a Texas statutory merger-by-division, succeeded to all of the regulated utility operations of Entergy Louisiana, Inc. Entergy Louisiana, LLC was allocated substantially all of the property and other assets of Entergy Louisiana, Inc., including all assets used to provide retail and wholesale electric service to Entergy Louisiana, Inc.'s customers. Entergy Louisiana, LLC also assumed substantially all of the liabilities of Entergy Louisiana, Inc., including all of its debt securities and leases but excluding the outstanding preferred stock of Entergy Louisiana, Inc. The 7.6% Series First Mortgage Bonds due April 2032 previously issued by Entergy Louisiana, Inc. that were assumed by Entergy Louisiana, LLC in the restructuring are deemed registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "E xchange Act") in accordance with Rule 12g-3(a) under the Exchange Act because such mortgage bonds were previously registered pursuant to Section 12(b) of the Exchange Act. 

As the operator of Entergy Louisiana, Inc.'s retail utility operations, Entergy Louisiana, LLC is subject to the jurisdiction of the LPSC over electric service, rates and charges to the same extent that the LPSC possessed jurisdiction over Entergy Louisiana, Inc.'s retail utility operations. The restructuring is intended to reduce corporate franchise taxes. The restructuring implements a recommendation from the LPSC staff and is expected to result in a decrease in Entergy Louisiana, LLC's rates to Louisiana retail customers.

On December 31, 2005, and immediately prior to the formation of Entergy Louisiana, LLC, Entergy Louisiana, Inc. changed its state of incorporation from Louisiana to Texas and its name to Entergy Louisiana Holdings, Inc. Upon the effectiveness of the statutory merger-by-division on December 31, 2005, Entergy Louisiana, LLC was organized and Entergy Louisiana Holdings held all of Entergy Louisiana, LLC's common membership interests. All of the common membership interests of Entergy Louisiana, LLC continue to be held by Entergy Louisiana Holdings, and all of the common stock of Entergy Louisiana Holdings continues to be held by Entergy Corporation. As part of the merger-by-division, Entergy Louisiana Holdings succeeded to Entergy Louisiana, Inc.'s rights and obligations with respect to Entergy Louisiana, Inc.'s outstanding preferred stock, which has an aggregate par value of approximately $100 million. Within three to nine months of the effective date of the merger-by-division, however, E ntergy Louisiana Holdings expects to redeem or repurchase and retire the Entergy Louisiana, Inc. preferred stock then outstanding and thereafter amend its charter to eliminate authority to issue preferred stock.

Entergy Louisiana Holdings also holds all of the common membership interests in Entergy Louisiana Properties, LLC, a Texas limited liability company that, as part of the restructuring, was organized and allocated the Entergy Louisiana, Inc. assets not allocated to Entergy Louisiana, LLC. The assets allocated to Entergy Louisiana Properties were two tracts of undeveloped real estate, known as the St. Rosalie and Wilton Plant sites, and Entergy Louisiana, Inc.'s equity ownership interest in and a long-term note receivable from System Fuels, Inc., a company also owned by Entergy Arkansas, Entergy Mississippi and Entergy New Orleans, which implements and maintains certain programs for the purchase, delivery and storage of fuel supplies for Entergy's utility subsidiaries. Entergy Louisiana Properties also assumed any obligations and liabilities relating to these assets. The book value of the assets allocated to Entergy Louisiana Properties is approximately $33 million.

Entergy Louisiana, Inc.'s officers and directors will serve in the same respective capacities for Entergy Louisiana, LLC as they previously served for Entergy Louisiana, Inc.

Item 3.02. Unregistered Sales of Equity Securities.

(Entergy Louisiana, LLC)

On December 31, 2005, Entergy Louisiana, LLC issued 1,000,000 units of Series A 6.95% Cumulative Preferred Membership Interests, $100 liquidation value, for a total price of $100 million. The offer, sale and issuance of the preferred membership interests were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of the preferred membership interests in each such transaction were each a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) who represented their intention to acquire the preferred membership interests for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the certificate representing the preferred membership interests. The recipients had adequate access to information about Entergy Louisiana, LLC. The net proceeds after underwriting discounts and commissions were $98 million. Distributions on the preferred membership interests are cumulative and will be payable quarterly, if, when, and as declared by the board of directors of Entergy Louisiana, LLC, beginning March 15, 2006. The preferred membership interests are redeemable on or after December 31, 2010, at Entergy Louisiana, LLC's option, at a call price of $100 per unit, plus accumulated and unpaid distributions thereon.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

(Entergy Louisiana Holdings and Entergy Louisiana, LLC)

(a) Entergy Louisiana, Inc., through the first step of the restructuring described under Item 8.01 above, changed its state of incorporation from Louisiana to Texas, and in this process adopted a new set of articles of incorporation and by-laws each effective as of December 31, 2005 reflecting certain changes relative to the articles of incorporation and by-laws governing Entergy Louisiana, Inc. immediately prior to such date.  Such new set of articles of incorporation is filed herewith as Exhibit 3(a), and such new set of by-laws is filed herewith as Exhibit 3(b).

(b) With the effectiveness of the new sets of articles of incorporation and by-laws, the following changes were effected:

(1) relative to Entergy Louisiana, Inc.'s articles of incorporation immediately prior to such effectiveness:

(A) Entergy Louisiana, Inc. changed its name to "Entergy Louisiana Holdings, Inc.";

(B) Article 8, paragraph (g) of the articles of incorporation effective as of December 31, 2005 does not give the Executive Committee of Entergy Louisiana Holdings authority to approve an interested-director transaction, but reserves that authority for the board of directors and the shareholders of Entergy Louisiana Holdings; the Executive Committee had such authority under Entergy Louisiana, Inc.'s articles of incorporation immediately prior to the adoption of the new articles of incorporation effective December 31, 2005; and

(C) Article 8, paragraph (k) of the articles of incorporation effective as of December 31, 2005 gives the directors of Entergy Louisiana Holdings protection from monetary damages for actions taken except to the extent the director is found liable for: (1) a breach of the director's duty of loyalty to Entergy Louisiana Holdings or its shareholders or members; (2) an act or omission not in good faith that constitutes a breach of duty of the director to Entergy Louisiana Holdings or an act or omission that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or (4) an act or omission for which the liability of a director is expressly provided by an applicable statute; Entergy Louisiana, Inc.'s articles of incorporation immediately prior to the adoption of the new articles of incorporation effective as of Decem ber 31, 2005 did not include provision for such protection for the directors of Entergy Louisiana, Inc.; and

(2) relative to Entergy Louisiana, Inc.'s by-laws immediately prior to such effectiveness:

(A) Entergy Louisiana Holdings adopted by-laws with indemnification provisions providing Entergy Louisiana Holdings' directors, officers, employees or agents serving at the request of Entergy Louisiana Holdings in certain identified capacities with indemnification protection per the Texas Business Corporation Act indemnification statute as opposed to that indemnification provided in Entergy Louisiana, Inc.'s by-laws immediately prior to the adoption of the new by-laws effective as of December 31, 2005; and

(B) the text of the previous indemnification provision found in Entergy Louisiana, Inc.'s by-laws immediately prior to the adoption of the new by-laws read as follows:

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 indemn ification.

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 employee 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.

(c) As a second step in the restructuring described under Item 8.01 above, Entergy Louisiana, LLC, a Texas limited liability company, succeeded to all of the regulated utility operations of Entergy Louisiana, Inc. Entergy Louisiana, LLC was allocated substantially all of the property and other assets of Entergy Louisiana, Inc., including all assets used to provide retail and wholesale electric service to Entergy Louisiana, Inc.'s customers. Entergy Louisiana, LLC also assumed substantially all of the liabilities of Entergy Louisiana, Inc., including all of its debt securities and leases but excluding the outstanding preferred stock of Entergy Louisiana, Inc. Entergy Louisiana, LLC adopted effective as of the December 31, 2005 effective date of such restructuring the articles of organization and regulations filed herewith as Exhibits 3(c) and 3(d), respectively.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
3(a)	Articles of Incorporation of Entergy Louisiana Holdings, Inc. effective as of December 31, 2005.
3(b)	By-laws of Entergy Louisiana Holdings, Inc. effective as of December 31, 2005.
3(c)	Articles of Organization of Entergy Louisiana, LLC effective as of December 31, 2005.
3(d)	Regulations of Entergy Louisiana, LLC effective as of December 31, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

Entergy Louisiana Holdings, Inc.
Entergy Louisiana, LLC


By: /s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and
Chief Accounting Officer

Dated: January 6, 2006

EX-3

Exhibit 3(a)

ARTICLES OF INCORPORATION

OF

ENTERGY LOUISIANA HOLDINGS, INC.

ARTICLE 1

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

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

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

ARTICLE 4

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 5

I

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

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

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

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

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

II

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

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

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

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

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

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

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

III

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or p rior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrar y, no redemption shall be made by the Corporation if such redemption is not permitted under the Act. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not (i) make any payment, or set aside funds for payment, into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, or (ii) redeem, purchase or otherwise acquire less then all of the shares of the Preferred Stock, if, at the time of such payment or setting aside of funds for payment into such sinking fund, or of such redemption, purchase or other acquisition, dividends payable on any of the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, all such defaults shall be cured or unless such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and canceled.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 6

The street address of the Corporation's initial registered office is Parkwood II Building, Suite 500, 10055 Grogans Mill Road, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Reginald G. Rice.

ARTICLE 7

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

NAME	ADDRESS
Michael D. Bakewell	10055 Grogans Mill Road Parkwood II Building, Suite 400 The Woodlands, Texas 77380-1048
Robert A. Malone	10055 Grogans Mill Road Parkwood II Building, Suite 400 The Woodlands, Texas 77380-1048
William M. Mohl	10055 Grogans Mill Road Parkwood II Building, Suite 300 The Woodlands, Texas 77380-1048

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

ARTICLE 8

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

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

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

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

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

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

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

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

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

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

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

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

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

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Executed to be effective as set forth above.

ENTERGY LOUISIANA HOLDINGS, INC.

By: /s/ Michael D. Bakewell                                 

      Michael D. Bakewell

      President

EX-3

Exhibit 3(b)

BY-LAWS

OF

ENTERGY LOUISIANA HOLDINGS, INC.,

a Texas Corporation

ARTICLE I.

OFFICES

The principal business office of the Corporation shall be in The Woodlands, Texas, 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-3

Exhibit 3(c)

ARTICLES OF ORGANIZATION

OF

ENTERGY LOUISIANA, LLC

ARTICLE 1

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

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

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

ARTICLE 4

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 500, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Reginald G. Rice.

ARTICLE 6

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

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

The names and addresses of the initial Directors are:

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

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

ARTICLE 7

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

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

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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

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

/s/ Mark G. Otts
Mark G. Otts
Organizer

EX-3

Exhibit 3(d)

REGULATIONS OF ENTERGY LOUISIANA, LLC

A TEXAS LIMITED LIABILITY COMPANY

SOME OR ALL OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IN THE COMPANY (OR PREDECESSORS) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE 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 OR A TRANSACTION NOT SUBJECT THERETO. 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 PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(k), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (I) TO THE COMPANY, (II) INSIDE 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, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 UNDER TH E SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY SECURITIES LAWS OF ANY STATE OF THE U.S., AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO ANY AVAILABLE EXEMPTION (OTHER THAN RULE 144) FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

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 and time at 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:

1.1. "Act" means the Texas Limited Liability Company Act, and any successor statute, as amended from time to time.

1.2. "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.

1.3. "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.

1.4. "Board of Directors" has the meaning given in the Articles of Organization.

1.5. "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

1.6. "Common Membership Interests" has the meaning given in Section 3.1(a) hereof.

1.7. "Company" means the limited liability company formed under the Act pursuant to these Regulations, under the name Entergy Louisiana, LLC.

1.8. "Director" has the meaning given in the Articles of Organization.

1.9. "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.

1.10. "Members" means those persons who are holders of record of Units from time to time.

1.11. "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 Common Membership Interest or Preferred 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.

1.12. "Preferred Membership Interests" has the meaning given in Section 3.1(b) hereof.

1.13. "Regulations" means these Regulations of Entergy Louisiana, LLC together with all exhibits hereto, as amended and restated from time to time.

1.14. "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

2.1. 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.

2.2. 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 or in the instrument or instruments establishing membership Interests, 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.

2.3. 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.

2.4. 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

3.1. 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:

(a) Three hundred million (300,000,000) Units of common Membership Interests (hereinafter called the "Common Membership Interests").

(b) 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 b y 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 Preferr ed 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 with respect to 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 bear s to the amount payable in respect of such Unit upon such event (as determined by the Board of Directors).

3.2. Certain Special Voting Rights of Preferred Membership Interests.

Upon the accumulation of accrued and unpaid distributions on a class or series of Preferred Membership Interests in an amount equal to four quarterly distributions, 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 distributions to which the holders of such class or series of Preferred Membership Interests are entitled for all previous quarterly distribution 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 distributions to which the holders of a class or series of Preferred Membership Interests are entitled for all previous quarterly distribution 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 no tice 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 Company 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.

3.3. 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.

3.4. 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 servic es 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.

3.5. Registered Holders as Owners.

3.5.1. 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

3.5.2. 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.

3.6. 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 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 l ess 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 closin g 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. Del ivery 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.

3.7. Liability of Members.

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

3.8. 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.

3.9. 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.

3.10. 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.

3.11. Withdrawal of a Member.

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

3.12. 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.

3.13. 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 may 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.

5. ACCOUNTING AND TAX MATTERS

5.1. Allocation of Profits and Losses.

The Company is to be taxed as a corporation for federal and state 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.

5.2. Fiscal Year.

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

5.3. 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.

5.4. 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

6.1. Number; Qualifications.

The managers of the Company, each of whom shall be referred to as 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. Subject to the rights of the holders of Preferred Membership Interests under 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.

6.2. 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.

6.3. 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 the 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.

6.4. 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

7.1. Appointment, Number, Qualification, Term, Compensation.

The officers of the Company shall be appointed by the Board of Directors and shall consist of a President, a Secretary, and a Treasurer. The Board of Directors may also appoint a Chair of the Board, a Group President, 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.

7.2. 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.

7.3. Vacancies.

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

7.4. 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:

7.4.1. 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.

7.4.2. 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.

7.4.3. 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.

7.4.4. 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.

7.4.5. 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.

7.4.6. 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.

7.5. 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.

8.1. 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:

8.1.1. 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.

8.1.2. 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.

8.1.3. 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.

8.2. 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 or she 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.

8.3. 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

9.1. 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.

9.2. 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.

9.3. 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.

9.4. 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.

9.5. 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.

9.6. 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.

9.7. 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.

9.8. 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 Organization 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.

9.9. 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. 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.

9.10. 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

10.1. Causes of Dissolution.

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

10.1.1. 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

10.1.2. 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.

10.2. 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:

10.2.1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors including creditors who are also Members;

10.2.2. 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

11.1. 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:

11.1.1. a current list that states:

(a) the name and mailing address of each Member;

(b) the Units of each class and series of Membership Interest owned by each Member; and

(c) 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;

11.1.2. copies of the federal, state, and local information or income tax returns for each of the Company's six most recent tax years;

11.1.3. 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;

11.1.4. a written statement of:

(a) 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;

(b) the times at which additional contributions are to be made or events requiring additional contributions to be made;

(c) events requiring the Company to be dissolved and its affairs wound up; and

(d) the date on which each Member in the Company became a Member; and

(e) 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:

11.1.5. the Articles of Organization and these Regulations and all amendments or restatements thereof; and

11.1.6. 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.

11.2. 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.

11.3. 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.

11.4. 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.

11.5. 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.

11.6. 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.

11.7. 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.

11.8. 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.

11.9. 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.

[not executed; adopted by unanimous written consent of directors]

E. Renae Conley, Director

[not executed; adopted by unanimous written consent of directors]

Leo P. Denault, Director

[not executed; adopted by unanimous written consent of directors]

Mark T. Savoff, Director

[not executed; adopted by unanimous written consent of directors]

Richard J. Smith, Director