-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOM5c4Axj8Dmzt/l+aW5JgHtdRSF2E82JIOU9ZPsIgoWrfgN/2OwcLyrCdQwomot RywMQBtbBNzaVRGzz+uB+A== 0000065984-01-500021.txt : 20010501 0000065984-01-500021.hdr.sgml : 20010501 ACCESSION NUMBER: 0000065984-01-500021 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 32 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 001-11299 FILM NUMBER: 1616373 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045764000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 U5S 1 a08501.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 2000 Filed Pursuant to the Public Utility Holding Company Act of 1935 by ENTERGY CORPORATION 639 Loyola Avenue New Orleans, Louisiana 70113 TABLE OF CONTENTS PAGE ITEM TITLE NUMBER 1 System Companies and Investments Therein as of December 31, 2000 1 2 Acquisitions or Sales of Utility Assets 15 3 Issue, Sale, Pledge, Guarantee or Assumption of System Securities 16 4 Acquisition, Redemption or Retirement of System Securities 19 5 Investments in Securities of Non-System Companies 20 6 Officers and Directors 21 7 Contributions and Public Relations 62 8 Service, Sales and Construction Contracts 64 9 Wholesale Generators and Foreign Utility Companies 67 10 Financial Statements and Exhibits 73 Signatures 94
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2000 Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Corporation (2,7) Entergy Arkansas, Inc. (Entergy Arkansas) (2,3,4) 46,980,196 100 $1,139,882 $1,139,882 The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 216 $ 216 Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,552,378 $1,942,742 Varibus Corporation (Varibus) 100,000 100 $ 27,624 $ 27,624 Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 5,074 $ 5,074 Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ 149 $ 149 GSG&T Inc. (GSG&T) 25,000 100 $ 16,968 $ 16,968 Entergy Louisiana, Inc. (Entergy Louisiana) (2, 3) 165,173,180 100 $1,237,048 $1,237,048 Entergy Mississippi, Inc. (Entergy Mississippi) (2, 3) 8,666,357 100 $ 443,437 $ 443,437 Jackson Gas Light Company (5) 360 100 $ - $ - Entergy Power & Light Company (5) 75 100 $ - $ - The Light, Heat, and Water Company of Jackson, Mississippi (5) 75 100 $ - $ - Entergy New Orleans, Inc. (Entergy New Orleans) (2,3) 8,435,900 100 $ 134,617 $ 134,617 System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 893,426 $ 893,426 Entergy Services, Inc. (Entergy Services) (2) 2,000 100 $ 20 $ 20 Entergy Operations, Inc. (Entergy Operations) (2) 1,000 100 $ 1,000 $ 1,000 Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 28,998 $ 28,998 Entergy Retail Holding Company (7) *** 1,000 100 $ 5,116 $ 3,401 Entergy Retail Texas, Inc. (7) *** 1,000 100 $ 46 $ 46 Entergy Solutions Ltd. (7) *** 1% General - $ 1,454 $ 30 Partnership Interest Entergy Solutions Supply Ltd. (7) *** 1% Limited - $ 831 $ 10 Partnership Interest Entergy Solutions Ltd. (7) *** 99% Limited - $ 1,454 $ 2,959 Partnership Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Solutions Supply Ltd. (7) *** 99% Limited 0 $ 831 $ 991 Partnership Interest Entergy Retail Louisiana LLC-A (7) *** 90% Member 90 $ 284 $ 262 Interest Entergy Retail Louisiana LLC-B (7) *** 10% Member 10 $ 284 $ 29 Interest Entergy Retail Louisiana Management 50% Member 50 $ 500 $ 251 Services LLC-A (7) *** Interest Entergy Retail Louisiana LLC-B (7) *** 90% Member 90 $ 284 $ 262 Interest Entergy Retail Louisiana LLC-A (7) *** 10% Member 10 $ 284 $ 29 Interest Entergy Retail Louisiana Management 50% Member 50 $ 500 $ 251 Services LLC-A (7) *** Interest Entergy Ventures Holding Company, Inc. (7) *** 1,000 100 $ 10,651 $ 10,651 Entergy MHK Investments LLC (7) *** 100% Member 100 $ 10,500 $ 10,500 Interest Entergy Commerce, Inc. (7) *** 1,000 100 $ 131 $ 131 Entergy MHK Retail LLC (7) *** 100% Member 100 $ 130 $ 130 Interest Entergy Resources, Inc. (7) 1,000 100 $ - $ - Entergy Operations Services, Inc. (EOSI) 3,000 100 $ 2,921 $ 2,921 Entergy Power Gas Holdings Corporation (7) 1,000 100 $ 5,000 $ 5,000 Entergy Power Technologies Corporation (7) 1,000 100 $ 1,000 $ 1,000 Entergy Power Gas Operations Corporation (7) 800 80 $ 4,748 $ 3,798 Highland Energy Company (7) 3,844 75 $ 2,132 $ 2,132 Entergy Procurement Exchange Holding Corporation (7) 1 100 $ 4,428 $ 4,428 Entergy Power Generation Corporation (6) 1,000 100 $ 49,002 $ 49,002 EAL Power Generation, LLC 100% Member 100 $ - $ - Interest Entergy Power Crete Corporation (7) 1,000 100 $ 21 $ 21
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Crete Energy Ventures, LLC (7) 50% Member 50 $ 1,267 $ 634 Interest Crete Turbine Holdings, LLC (7) 50% Member 50 $48,957 $24,479 Interest Entergy Power Clay County I Corporation (7) 1,000 100 $ 1 $ 1 Clay County Power LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Clay County II Corporation (7) 1,000 100 $ 1 $ 1 Clay County Power LLC (7) 50% Member 50 $ - $ - Interest Entergy Power DeSoto County Ventures, Inc. (7) 1,000 100 $ - $ - DeSoto County Generating Company LLC (7) 100% Member 100 $ - $ - Interest Entergy Power Franklin County I Corporation (7) 1,000 100 $ - $ - Franklin County Power, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Franklin County II Corporation (7) 1,000 100 $ - $ - Franklin County Power, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Greenville Generating Company I (7) 1,000 100 $ - $ - Greenville Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Greenville Generating Company II (7) 1,000 100 $ - $ - Greenville Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Jackson Generating Company I (7) 1,000 100 $ - $ - Entergy Power Jackson Generating Company II (7) 1,000 100 $ - $ - Jackson Generating Company, LLC (7) 50% Member 50 $ - $ - Interest Entergy Power Ventures Corp. I (7) 1,000 100 $ 1 $ 1 Entergy Power Ventures L.P. (7) 1% General 100 $ 67 $ 33 Partnership Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Ventures Corp. II (7) 1,000 100 $ 42 $ 42 Entergy Power Ventures L.P. (7) 99% Limited - $ 67 $ 34 Partnership Interest Entergy Power Warren Corporation I (7) 10,000 100 $ (1,138) $ (1,138) Warren Power, LLC (7) 100% Member 100 $ (1,858) $ (1,858) Interest Entergy Power Fairfield Corporation * 1,000 100 $ 186 $ 186 Entergy Power Freestone O & M LP (7) * 1% General 100 $ - $ - Partnership Interest Freestone Power Generation L.P. * 99% Limited - $ - $ - Partnership Interest Entergy Power Freestone O & M LP (7) * 99% Limited - $ - $ - Partnership Interest Entergy Power, Inc. 11,000 100 $ 65,939 $ 65,939 Entergy Power Marketing Corp. (EPMC) 250 100 $105,104 $105,104 Entergy Holdings Inc. (EHI) *** 3,000 100 $ 6,001 $ 3,717 Entergy Business Solutions, LLC *** 100% Member 100 $ (972) $ 5 Interest Entergy Thermal, LLC *** 100% Member 100 $ 6,758 $ 8,065 Interest Entergy Nuclear, Inc. (ENI) *** 3,000 100 $ 890 $ 449 TLG Services, Inc. (7) *** 5 100 $ 4,059 $ 4,500 Entergy Nuclear Holding Company # 1 (ENHC #1) (6) 3,000 75 $212,732 $163,769 Entergy Nuclear Generation Corporation (ENGC) (6) *** 1 100 $149,593 $ 89,222 Entergy Nuclear New York Investment Company I (6) *** 1,000 100 $ (2,618) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 42,999 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 29,895 $ 11,678 Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Nuclear Ninemile LLC *** 50% Member 50 ** ** Interest Entergy Nuclear New York Investment Company II (6) *** 1,000 100 $ (2,618) $ 2,501 Entergy Nuclear Indian Point 3 LLC (6) *** 50% Member 50 $ 42,999 $ 15,822 Interest Entergy Nuclear FitzPatrick LLC (6) *** 50% Member 50 $ 29,895 $ 11,678 Interest Entergy Nuclear Ninemile LLC *** 50% Member 50 ** ** Interest Entergy Nuclear Holding Company #2 (7) *** 1,000 100 $ 2 $ (451) Entergy Nuclear Operations, Inc. (7) *** 1,000 100 $ (411) $ 1 Entergy Nuclear Fuels Company (7) *** 1,000 100 $ (40) $ 1 Entergy Nuclear Holding Company 3,000 100 ** ** Entergy Nuclear Holding Company # 3 (7) *** 1,000 100 ** ** Entergy Nuclear New York Investment Company III (7) *** 1,000 100 ** ** Entergy Nuclear Indian Point 2 LLC(7) *** 100% Member 100 $ ** ** Interest Entergy Technology Holding Company (ETHC) *** 10 100 $ 9,537 $ 12,921 Entergy Technology Corporation (ETC) *** 10 100 $ 10,394 $ 7,010 Entergy Wireless, Inc. (*) (***) 10 100 $ - $ - Entergy International Holdings Ltd. LLC (6) 100% Member 100 $ 836,581 $ 833,705 Interest Entergy Global Investments, Inc. (7) *** 1,000 100 $ (5,670) $ 1,000 Entergy Nuclear Holding Company #1 (6) *** 3,000 25 $ 144,708 $ 50,000 Entergy Power Development Corporation (6) *** 10,959 15 $ 171,579 $ 47,147 Entergy Power Generation Corporation (6) *** Non-voting - $ 33,000 $ 33,000 common stock EWO Marketing Holding, Inc. (7) 1,000 100 $ 1 $ 1 EWO Marketing, LP 99% Limited 0 $ 1 $ 1 Partnership Interest
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) EWO GP LLC (7) 100% Member 100 $ 1 $ 1 Interest EWO Marketing, LP (7) 1% General 100 ** ** Partnership Interest Entergy International LTD LLC (6) 100% Member 100 $912,527 $ 890,103 Interest Entergy International Investments No. 2 Ltd., LLC *** 100% Member 100 $406,633 $ 505,593 Interest Entergy UK Holdings Limited (6) *** 307,310 100 $513,989 $ 505,981 Entergy UK Limited (6) *** 307,310 100 $941,738 $ 507,236 Entergy UK Enterprises Limited (6) *** 574,000 100 $ 70,524 $ 947,444 EWO Holdings Inc.(6) 8,000 33 $ 8,235 $ 8,235 Entergy Power Maritza Holding III, Ltd. 1 - $ - $ - Entergy US DB I LLC 6,587,940 100 $ 2,924 $ 2,915 Entergy AUS DB I Pty Limited * 3,163,044 >1 $ 206 $ 206 Entergy US DB IV LLC 658,912,260 100 $287,218 $ 291,455 Entergy Australia DB II Pty Limited * 40,000 100 $119,750 $ 119,590 Entergy Australia DB I Pty Limited * 316,447,786 less then 99 $ 206 $ 206 Entergy Victoria , Inc. 311,584 100 $119,750 $ 119,590 Entergy Australia DB I Pty Limited * >1 $ - $ - 10,000 Entergy Australia DB 1 A Pty Limited (6) * 40,000 100 $ - $ - Entergy Power International Holdings Corporation 1,000 100 $ (793) $ (793) Entergy Global Power Operations Corporation 1,000 100 $ 3,700 $ 3,700 Entergy Power Operations U.S., Inc. 1,000 100 $ 1 $ 1 Entergy Power Operations Corporation (6) 1,000 100 $ 3,985 $ 3,985 Entergy Power Operations Damhead Creek 99% Limited - $ 931 $ 922 Limited Partnership (6) Partnership Interest Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 3,844 $ 3,844 Entergy Power Operations Pakistan LDC (6) 190 95 $ 112 $ 107
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Operations U.K., Ltd. (6) 1,000 100 $ 3,490 $ 3,490 Entergy Tarong Services Pty., Ltd. 1,000 100 $ 1 $ 1 Entergy Power Operations Damhead Creek Corporation (6) 998 99.8 $ 1 $ 1 Entergy Power Operations Damhead Creek 1% General 100 $ 931 $ 9 Limited Partnership (6) Partnership Interest Entergy Power Operations Fairfield Corporation (7) 1,000 100 $ - $ - Entergy Power Operations Freestone Corporation (7) 1,000 100 $ - $ - Entergy Power Development Corporation (6) 62,100 85 $238,331 $238,331 Entergy Power Operations Pakistan LDC (6) 10 5 $ 112 $ 6 Entergy Global Trading Holdings, Ltd. 1,000 100 $ 13,157 $ 13,157 EGT Holdings, Ltd. 1,000 100 $ 13,157 $ 13,157 Entergy Trading and Marketing, Ltd. 500 100 $ 21,864 $ 21,864 Entergy Pakistan, Ltd. (6) 378 100 $ 21,811 $ 21,811 Entergy Power Liberty, Ltd. (6) 100 100 $ (1) $ (1) Entergy Power Asia, Ltd. (6) 1,002 100 $ (970) $ (970) Entergy Power Saltend Holding, Ltd. (6) 4,716,700 100 $ 65,995 $ 65,995 Entergy Power Saltend, Ltd. (6) 48,147 100 $ 90,372 $ 90,372 Saltend Cogeneration Company, Ltd. (6) 24,001,000 100 $ 89,773 $ 89,773 Entergy Power Europe Holding, Ltd. (6) 1,000 100 $ 64 $ 64 Entergy Power Damhead Creek Holding II, Ltd. (6) 1 .1 $ 1,687 $ 2 Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 100 $ (7,932) $ (7,932) Entergy Power Damhead Creek Holding II, Ltd. (6) 999 99.9 $ 1,687 $ 1,685 Entergy Power Properties (Kingsnorth), Ltd. (6) 5,002 100 $ 8 $ 8 Entergy Power Damhead Creek Holding III, Ltd. (6) 2,000 100 $ 43,912 $ 43,912 Damhead Creek Holding Limited (6) 2 100 $ (4,451) $ (4,451) Damhead Creek Limited (6) 1,200,101 100 $ 51,830 $ 51,830 Damhead Creek Finance Ltd. (6) 200 100 $ (7) $ (7)
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1 Entergy Power Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy Power Investment Holdings Corporation (6) 1,000 100 $ 1 $ 1 Entergy Power Damhead Finco LLC (6) 1% Member 1 $ 415 $ 4 Interest Entergy Power Damhead Finco LLC (6) 99% Member 99 $ 415 $ 411 Interest Entergy Power Damhead Finco 1 (6) 1,000 100 $ (4) $ (4) Damhead Finance LDC (6) 10 1 $ 257 $ 3 Damhead Finance (Netherlands Antilles) N.V. (6) 60 1 $ (161) $ (2) Damhead Finance (Netherlands) B.V. (6) 4 1 $ 3 $ - Entergy Power Damhead Finco 2 (6) 1,000 100 $ 252 $ 252 Damhead Finance LDC (6) 990 99 $ 257 $ 254 Damhead Finance (Netherlands Antilles) N.V. (6) 5,940 99 $ (161) $ (159) Damhead Finance (Netherlands) B.V. (6) 396 99 $ 3 $ 3 Entergy Power Operations Damhead 1 0.1 $ 1 $ - Creek Corporation (6) Entergy S.A. (6) 2,230,000 100 $ 11,313 $ 11,313 EWO Holdings Inc. (6) 16,225 67 $ 14,535 $ 14,535 Latin America Holding I, Ltd. (7) 1 100 $ - $ - Latin America Holding II, Ltd. (7) 1 100 $ - $ - Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,732 $ 3,732 Entergy Power Chile, S.A. (6) 6,558,511 99.9 $ 10,772 $ 10,761 Inversiones Electricas Quillota S.A. (6) 608,681 50.01 CP14,913,550 CP7,456,775 Compania Electrica San Isidro S.A. (6) 1,025,001 25 CP29,774,268 CP7,443,567 Entergy Power Peru, S.A. (6) 425,702,300 100 $ 142,634 $ 142,634 Generandes Peru S.A. (6) 425,714,721 34.7 SL 1,795,083 SL1,799,042
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Edegel S.A. (6) 1,338,353,000 68.9 SL 622,894 SL622,894 Entergy Power Chile, Inc. (7) 1 100 $ 14,036 $ 14,036 EP Edegel, Inc. (6) 1,000 100 $ 202,658 $ 202,658 Entergy Power Maritza Holding, Inc. (7) 1,100 100 $ 1 $ 1 Entergy Power Maritza Holding I, Ltd. (7) 200 100 $ - $ - Entergy Power Maritza Holding II, Ltd. (7) 199 100 $ - $ - Entergy Power Maritza Holding Limited (7) 999 99.9 $ 1 $ 1 Entergy Power Maritza Holding III, Ltd. (7) 100 100 $ - $ - Entergy Power Maritza Holding Limited (7) 1 .1 $ - $ - Maritza East III Power Company AD (7) 816 51 $ 1 $ 1 Entergy Power Netherlands Company BV 800 100 $ (183) $ (183) Entergy Power Projects Italia, S.R.L. (7) 200,000 1 $ (85) $ (1) Entergy Power Services Italia, S.R.L. (7) 200,000 50 $ (107) $ (53) Sabinas Power Company BV 400 100 $ (209) $ (209) Entergy Power Projects Italia, S.R.L. (7) 19,800,000 99 $ (85) $ (84) Entergy Power Services Italia, S.R.L. (7) 19,800,000 50 $ (107) $ (54) Entergy Power Argentina, Ltd. * 1,000 100 $ (17) $ (17) Entergy Power Generation Argentina LDC * 999 99.9 $ (7) $ (7) Entergy Power Generation Argentina SRL * 11,999 99.9 $ 2 $ 2 Entergy Power Transmission Argentina SRL * 1 0.1 $ - $ - Entergy Power Nogales SRL * 1 0.1 $ - $ - Entergy Power Nogales, Ltd. 1,000 100 $ (14) $ (14) Entergy Power Nogales LDC 999 99.9 $ (7) $ (7) Entergy Power Nogales SRL 11,999 99.9 $ - $ - Entergy Power Generation Argentina SRL 1 0.1 $ 2 $ - Entergy Power Cayman Investments, Ltd. 1 100 $ (3) $ (3) Entergy Power Generation Argentina LDC 1 0.1 $ (7) $ -
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) Entergy Power Nogales LDC 1 0.1 $ (7) $ - Entergy Power Transmission Argentina LDC 1 0.1 $ (4) $ - Entergy Power Transmission Argentina, Ltd. 1,000 100 $ (9) $ (9) Entergy Power Transmission Argentina LDC 999 99.9 $ (4) $ (4) Entergy Power Argentina Transmission SRL 11,999 99.9 $ - $ - Entergy Power Services Poland Spolka z.o.o. (7) 1,000 100 $ - $ - Entergy Power Peak Downs, Ltd. * 1,000 100 $ 1 $ 1 Entergy Australia Generation Holdings, Ltd. 1,000 100 $ 921 $ 921 Entergy Australia Generation, Ltd. 1,000 100 $ 928 $ 928 Entergy Wandoan Coal Resources, Pty., Ltd. 1,000 100 $ 935 $ 935 Entergy Peak Downs Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Wandoan Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Tarong Coal Generation II Pty., Ltd. 1,000 100 $ - $ - Entergy Tarong Coal Generation, Pty., Ltd. 1,000 100 $ - $ - Entergy Power Espana, S.A. 60,120 100 $ 65 $ 65 Entergy Power BJE Holding, Ltd. 200 100 $ 2,753 $ 2,753 Bon Jardim Energetica, LTDA. 344,847 99.9 $ 2,303 $ 2,301 Entergy do Brazil LTDA 2,299,999 99.9 $ 58 $ 57 Entergy Power BJE, Ltd. 1,000 100 $ - $ - Bon Jardim Energetica, LTDA 3,483 .1 $ 2,303 $ 2 Entergy do Brazil LTDA 1 .1 $ 58 $ 1 Entergy Power Operations Pakistan, LDC (6) 10 5 $ 112 $ 5 Entergy Power Holding Espana SL (7) 63,126 100 $ 67 $ 67 Entergy Power Development Espana SL (7) 3,006 100 $ (35) $ (35) Entergy Power Projects Espana SL (7) 3,006 100 $ 3 $ 3 Entergy Power Holdings USA Corporation 1,000 100 $(1,301) $(1,301) Entergy Power RS Corporation 1,000 100 $(1,049) $(1,049)
Number of % of Issuer Owner's Name of Company (1) Common Voting Book Book (and abbreviations used herein) Shares Owned Power Value Value (000s) (000s) RS Cogen LLC 50% Member 50 $ (643) $ (322) Interest Entergy Turbine Holding QF, LLC (7) 100% Member 100 $ - $ - Interest Entergy Turbine Holding Louisiana, LLC (7) 100% Member 100 $ - $ - Interest Entergy Power E & C Holdings, LLC (7) 100% Member 100 $2,000 $2,000 Interest Entergy Power E & C Corporation (7) 1,000 100 $2,000 $2,000 EntergyShaw, LLC (7) 50% Member 50 $ - $ - Interest
* Inactive ** Less than $1,000 *** These companies and their subsidiaries are accounted for on a cost basis, and "Issuer Book Value" is at 100%. (SL) Peruvian Soles (CP) Chilean Peso NOTES (1) Pursuant to the General Instructions to Form U5S, the companies listed in the table, together with System Fuels, Inc. (SFI or System Fuels), are collectively defined herein as "System Companies" and individually as a "System Company". (2) During 2000, Entergy Corporation, Entergy Services, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Fuels, System Energy, and Entergy Operations participated in a joint money pool arrangement whereby those companies with available funds made short-term loans to certain System Companies having short-term borrowing requirements. As of December 31, 2000, Entergy Operations, Entergy Corporation, Entergy Gulf States, Entergy Louisiana and System Energy had total investments in the money pool in the amounts of $1,621,631, $47,355,154, $53,947,773, $52,728,380, and $357,475,194, respectively. Entergy Arkansas, Entergy Services, Entergy Mississippi, Entergy New Orleans and System Fuels had total borrowings in the money pool in the amounts of $30,719,235, $66,804,440, $33,254,921, $5,734,405, and $86,409,517, respectively. The unborrowed balance in the money pool amounted to $290,205,614 as of December 31, 2000, and was invested in high quality commercial paper and certificates of deposit. (3) The percentage ownership of System Fuels' common stock is held as follows: 35% by Entergy Arkansas, 33% by Entergy Louisiana, 19% by Entergy Mississippi and 13% by Entergy New Orleans. The numbers of common shares owned and the book values to both the issuer and owners are as follows: Entergy Arkansas, 70 shares - $7,000; Entergy Louisiana, 66 shares - $6,600; Entergy Mississippi, 38 shares - $3,800; and Entergy New Orleans, 26 shares - $2,600. Under a loan agreement, System Fuels had borrowings outstanding from its parent companies to finance its fuel supply business. As of December 31, 2000, approximate loans to System Fuels from its parent companies were as follows: Entergy Arkansas $11.0 million; Entergy Louisiana, $14.2 million; Entergy Mississippi, $5.5 million; and Entergy New Orleans, $3.3 million. These loans mature in 2008. (4) The Capital Stock of The Arklahoma Corporation (ARKCO) is owned in the proportions of 47%, 5%, and 48%, respectively, by Entergy Arkansas, Oklahoma Gas and Electric Company and Southwestern Electric Power Company. ARKCO owns an electric transmission line that is leased to these three companies. Information covering ARKCO is included herein pursuant to the instructions for Form U5S. Entergy Arkansas is exempted from holding company status under the Public Utility Holding Company Act of 1935 ("Act") (except with regard to section 9(a)(2) of the Act) pursuant to the provisions of Reg. 250.2(a)(2). (5) Inactive companies held to preserve franchises. (6) See Items 5 and 9 and Exhibit I for information regarding direct and indirect holdings in Exempt Wholesale Generators ("EWG") and Foreign Utility Companies ("FUCO"). (7) During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate power generation facilities in the United States: Entergy Power DeSoto County Ventures, Inc. (under Delaware law, on October 4, 2000); DeSoto County Generating Company, LLC (under Delaware law, on October 4, 2000); Clay County Power LLC (under Delaware law, on April 7, 2000); Entergy Power Clay County I Corporation (under Delaware law, on March 30, 2000); Entergy Power Clay County II Corporation (under Delaware law, on March 30, 2000); Entergy Power Franklin County I Corporation (under Delaware law, on August 15, 2000); Entergy Power Franklin County II Corporation (under Delaware law, on August 15, 2000); Entergy Power Greenville Generating Company I (under Delaware law, on October 4, 2000); Entergy Power Greenville Generation Company II (under Delaware law, on October 4, 2000); Entergy Power Jackson Generating Company I (under Delaware law, on May 17, 2000); Entergy Power Jackson Generating Company II (under Delaware law, on May 17, 2000); Entergy Power Operations Fairfield Corporation (under Delaware law, on February 3, 2000); Entergy Power Operations Freestone Corporation (under Texas law, on February 4, 2000); Entergy Power Warren Corporation I (under Delaware law, on February 4, 2000); Franklin County Power, LLC (under Delaware law, on August 29, 2000); Greenville Generating Company, LLC (under Delaware law, on October 4, 2000); Jackson Generating Company, LLC (under Delaware law, on May 17, 2000); Warren Power, LLC (under Mississippi law, on February 11, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company principally to own certain turbines: Crete Turbine Holdings, LLC (under Delaware law, on December 15, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to act as a holding company for membership interests in various permitted businesses: Entergy Power Holding Espana SL (under Spain law, on June 2, 2000); Latin America Holding I, Ltd. (under Cayman Islands law, on November 20, 2000); Latin America Holding II, Ltd. (under Cayman Islands law, on November 20, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop a natural gas fired electric power generation project: Entergy Power Crete Corporation (under Delaware law, on November 13, 2000); Crete Energy Venture, LLC (under Delaware law, on December 11, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to engage in power generation- related activities: Entergy Power Technologies Corporation (under Delaware law, on July 5, 2000); Entergy Power Ventures Corp I (under Delaware law, on August 9, 2000); Entergy Power Ventures Corp II (under Delaware law, on August 9, 2000); Entergy Power Ventures, L.P. (under Delaware law, on August 9, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to engage in energy trading and marketing: EWO Marketing Holding, Inc. (Delaware, on October 30, 2000); EWO GP, LLC (Delaware, on October 30, 2000) and EWO Marketing, L.P. (Delaware, on October 27, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, construct, own and/or operate power generation facilities in foreign countries: Entergy Power Development Espana SL (under Spanish law, on July 5, 2000); Entergy Power Projects Espana SL (under Spanish law, on July 18, 2000); Entergy Power Projects Italia, S.R.L. (under Italian law, on June 22, 2000); Entergy Power Services Italia, S.R.L. (under Italian law, on June 22, 2000); Entergy Power Services Poland Spolka z.o.o. (under Polish law, on December 6, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary companies principally to provide engineering and construction services: EntergyShaw, L.L.C. (under Delaware law, on August 30, 2000); Entergy Power E & C Corporation (under Delaware law, on August 30, 2000); Entergy Power E & C Holdings, LLC (under Delaware law, on August 30, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company principally to operate and maintain electric power production facilities: Entergy Power Freestone O & M LP (under Texas law, on June 22, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies principally to develop, acquire, and/or hold potential investments in nuclear power facilities that qualify as EWGs: Entergy Nuclear New York Investment Company III (Delaware, on October 24, 2000); Entergy Nuclear Holding Company #2 (Delaware, on October 24, 2000); Entergy Nuclear Holding Company #3 (Delaware, on October 24, 2000); Entergy Nuclear Indian Point 2, LLC (Delaware, on October 19, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop, acquire, and/or hold investments permitted under Rule 58: Entergy Power Gas Holdings Corporation (Delaware, on June 15, 2000); Entergy Power Gas Operations Corporation (Delaware on June 22, 2000); Entergy Turbine Holding QF, LLC (Delaware, on August 30, 2000); Entergy Turbine Holding Louisiana, LLC (Delaware, on March 24, 2000) and Entergy Solutions, Ltd. (Texas, on August 30, 2000). Also, during 2000, Entergy Corporation acquired through direct or indirect subsidiary companies Highland Energy Company (Texas on June 22, 2000) and TLG Services, Inc. (Connecticut on September 19, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to develop, acquire, and/or hold investments in exempt telecommunications companies (ETC) under the Act: Entergy Ventures Holding Company, Inc. (Delaware, on November 3, 2000); Entergy MHK Investments, LLC, (Delaware, on November 3, 2000; Entergy Commerce, Inc. (Delaware, on November 3, 2000) and Entergy MHK Retail LLC, an ETC (Delaware, on November 3, 2000); Entergy Procurement Exchange Holding Corporation (Delaware, on May 30, 2000). During 2000, Entergy Corporation organized the following direct subsidiary company to conduct development activities with respect to thermal energy investment opportunities permitted under Rule 58: Entergy Resources, Inc. (Delaware, on July 11, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to directly or indirectly (a) provide services to retail electric providers and others, including but not limited to services relating to the acquisition or sale of electric power, planning, scheduling or operating; (b) purchase and resell or broker electric power; and (c) to provide all services and products necessary, convenient, or incidental to carrying out any and all of the foregoing purposes: Entergy Retail Holding Company (Delaware, on August 23, 2000); Entergy Retail Texas, Inc. (Delaware, on August 23, 2000); Entergy Retail Louisiana LLC-A (Delaware, on August 23, 2000); Entergy Retail Louisiana LLC-B (Delaware, on August 23, 2000); Entergy Retail Louisiana Management Services LLC-A (Louisiana, on August 23, 2000); Entergy Solutions Ltd. (formerly Entergy Retail Texas Limited Partnership A) (Texas on August 30, 2000), which changed its name to Entergy Solutions Ltd. on December 18, 2000; Entergy Solutions Supply Ltd., (formerly Entergy Retail Texas LP-B) (Texas, on August 30, 2000). During 2000, Entergy Corporation organized the following direct or indirect subsidiary companies to support Entergy's investments in certain nuclear facilities: Entergy Nuclear Operations, Inc. (Delaware, on May 10, 2000): Entergy Nuclear Fuels Company (Delaware, on September 11, 2000). During 2000, Entergy Corporation organized the following indirect subsidiary company to acquire, finance and/or hold investments in affiliate companies: Entergy Global Investments, Inc. (Arkansas, on March 21, 2000). ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
Company Description of Utility Assets Sold Name of Purchaser Consideration Entergy Arkansas, Inc. Sale of Facilities (Shady Grove substation) City of West Memphis $ 38,476 Entergy Arkansas, Inc. Sale of Facilities Conway Corporation 197,207 Entergy Arkansas, Inc. Sale of Facilities Conway Corporation 62,420 Entergy Gulf States, Inc. Sale of Facilities (Highway 90, Ames, Texas) Cameron Cooper Tool Co. 34,500 Entergy Gulf States, Inc. Sale of Bunch Gully Substation Chevron Company, LLC 4,692,961 Entergy Arkansas, Inc. Sale of Facilities (Hwy 64, Parkin, AR) Riceland Foods, Inc. 32,524 Entergy Louisiana, Inc. Voltage regulator, 13.8KV, 1,250 KVA Entergy Mississippi 67,044 Entergy Arkansas, Inc. Voltage Regulator 13.8 KV, 1250 KVA Entergy Louisiana, Inc. 19,784 Entergy Mississippi Voltage regulator 13.8KV, 2.5/3.33 MVA Entergy Louisiana, Inc. 171,476 Entergy Louisiana, Inc. Auto Transformer 34.5-13.8 KV, 6.4/8 MVA Entergy Arkansas, Inc. 64,567 Entergy Gulf States, Inc. Transformer 67-13.8 KV, 7.5-9.375/10.5 MVA Entergy Arkansas, Inc. 272,769 Entergy Gulf States, Inc. Transformers and other distribution assets City of Gueydan, Louisiana 127,000
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES In March 2000, Entergy Arkansas issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $100,000,000, 7.72% Series, due March 1, 2003. In July 2000, Entergy New Orleans issued and sold, pursuant to the exemption provisions of Rule 52, First Mortgage Bonds in the amount of $30,000,000, 8.125% Series, due July 15, 2005. In November 2000, Entergy Nuclear Holding Company #1 issued and sold, pursuant to the exemption provisions of Rule 52, 1,000 shares of its common stock to Entergy Global Investments, Inc. for a purchase price of $50,000,000. In July 2000, Entergy Power Development Corporation issued and sold, pursuant to the exemption provisions of Section 33, 10,959 shares of its common stock to Entergy Global Investments, Inc. for a purchase price of $47,147,000. In December, 2000, Entergy Power Generation Corporation issued and sold, pursuant to the exemption provisions of Rule 52, 33 shares of its Class B non-voting common stock to Entergy Global Investments, Inc. for a purchase price of $33,000,000. As of December 31, 2000, Entergy UK Enterprises Ltd. had promissory notes outstanding due from Entergy Global Investments, Inc. in the amount of $929,512,000 with the highest balance of $941,000,000 being on May 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had an outstanding promissory note due from Entergy Power Development Corporation in the amount of $67,547,799 with the highest balance of $67,547,799 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 9.41%. This promissory note was issued pursuant to the exemption provisions of Section 33 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had a second outstanding promissory note due from Entergy Power Development Corporation in the amount of $123,206,252 with the highest balance of $123,206,252 being on December 15, 2000. The effective interest rate as of December 31, 2000 was 7.53%. This promissory note was issued pursuant to the exemption provisions of Section 33 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy International Ltd. with the highest balance of $402,000,000 being on September 21, 2000. The effective interest rate was 9.41%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 33 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear Holding Company #1 with the highest balance of $67,000,000 being on September 15, 2000. The effective interest rate was 9.28%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear FitzPatrick, LLC in the amount of $3,000,000 with the highest balance of $3,000,000 being on October 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear Indian Point 3, LLC in the amount of $3,000,000 with the highest balance of $3,000,000 being on October 25, 2000. The effective interest rate as of December 31, 2000 was 9.41%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear New York Investment Company I in the amount of $289,086,500 with the highest balance of $289,086,500 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 11.78%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. As of December 31, 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Nuclear New York Investment Company II in the amount of $289,086,500 with the highest balance of $289,086,500 being on November 20, 2000. The effective interest rate as of December 31, 2000 was 11.78%. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. During 2000, Entergy Global Investments, Inc. had outstanding promissory notes due from Entergy Power Generation Corporation in the amount of $23,000,000 with the highest balance of $23,000,000 being on October 31, 2000. The effective interest rate was 9.41%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 32 and/or Rule 52. During 2000, Entergy Power Marketing Corporation had outstanding promissory notes due from Entergy International Holding Limited, LLC in the amount of $26,000,000 with the highest balance of $26,000,000 being on September 15, 2000. The effective interest rate was 7.4%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Rule 52. During 2000, Entergy Power, Inc. had outstanding promissory notes due from Entergy International Holding Limited, LLC in the amount of $32,000,000 with the highest balance of $32,000,000 being on September 15, 2000. The interest rate was 7.40%. As of December 31, 2000, the balance due on these notes was $0. These promissory notes were issued pursuant to the exemption provisions of Section 33. In November 2000, Entergy MHK Retail LLC issued a 100% member interest to Entergy Commerce, Inc. for a contribution of $1,000. This transaction was exempt pursuant to Section 34. In the second quarter of 2000, Entergy Power Gas Holdings Corporation, an energy-related company, issued 4,999,000 shares of common stock to Entergy Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the second quarter of 2000, Entergy Power Gas Operations Corporation, an energy-related company, issued 4,999,000 shares of common stock to Entergy Power Gas Holdings Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the second quarter of 2000, Highland Energy Company, an energy- related company, issued 4,999,000 shares of common stock to Entergy Power Gas Operations Corporation for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, TLG Services, Inc., an energy- related company, issued 4,999,000 shares of common stock to Entergy Nuclear, Inc. for a total consideration of $4,999,000. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, Entergy Retail Texas Limited Partnership A, an energy-related company which changed its name to Entergy Solutions Ltd. on December 18, 2000, issued a 1% limited partnership interest to Entergy Retail Texas, Inc for a total consideration of $10,010. This transaction was exempt pursuant to Rule 58. In the third quarter of 2000, Entergy Retail Texas Limited Partnership A, an energy-related company which changed its name to Entergy Solutions Ltd. on December 18, 2000, issued a 99% limited partnership interest to Entergy Retail Holding Company for a total consideration of $990,990. This transaction was exempt pursuant to Rule 58. ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 2000 Name of Number of Company Shares or Holding Name of Acquiring, Principal Company Act Issuer Redeeming Amount Exemption or and Security or Retiring Acquired Redeemed Retired Consideration Release Number Securities ENTERGY CORPORATION Common Stock ENTERGY CORPORATION - 20,916,900 - $550,211,653 Reg. 250.42 ENTERGY ARKANSAS Long-Term Debt* ENTERGY ARKANSAS - - $ 220,000 $ 220,000 See Exhibit F ENTERGY GULF STATES Preferred Stock* ENTERGY GULF STATES - 6,076,585 - $157,658,367 See Exhibit F ENTERGY LOUISIANA Long-Term Debt* ENTERGY LOUISIANA - - $100,000,000 $100,000,000 See Exhibit F ENTERGY MISSISSIPPI Preferred Stock* ENTERGY MISSISSIPPI - 1 - $ 100 See Exhibit F SYSTEM ENERGY Long-Term Debt* SYSTEM ENERGY - - $ 77,947,272 $ 77,947,272 See Exhibit F
* See annexed schedules (Exhibit F) which identify the amount acquired, redeemed or retired for each series or issue. ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES (1) Investments In Persons Operating Within Retail Service Area of Owner
Amount of Name of Owner Number of Persons and Description Investment ECDI A business development and finance $ 5,000,000 organization serving poverty-stricken areas in western Mississippi, eastern Arkansas, and northeastern Louisiana Entergy New Loans in support of a local theme park 2,000,000 Orleans Entergy Louisiana Loans in support of a local theme park 2,000,000
(2) Other Investments Number of % of Name of Issuer and a Description Shares Voting Carrying Name of Owner of the Issuer's Business Security Owned Power Value to Owned Owner Entergy Arkansas Capital Avenue Development Company Limited N/A - $ 2,976,050 (limited partnership engaged in the business Partnership Of constructing, owning, maintaining, Interest operating and leasing a 40-story commercial office building) Entergy S.A. Central Costanera S.A. Capital stock 8,081,160 6.00 10,527,014 (Owner of a 2,100 MW fossil-fuel steam interest electric generating facility located in Buenos Aires, Argentina) Central Costanera S.A. Central Termoelectric Buenos Aires, S.A. Capital stock 3,301,378 7.80 3,673,508 (Owner of a 220 MW combined-cycle gas turbine interest located at the Central Costanera Power Plant in Buenos Aires, Argentina) Entergy Pakistan, Ltd. Hub Power Company, Ltd. Capital stock 55,671,721 4.80 14,729,993 (Owner of a 4-unit, 1,292 MW oil-fired steam interest electric generating facility located near Karachi, Pakistan at the mouth of the Hub River) Entergy Enterprises, First Pacific Networks, Inc. Common Stock, 1,715,235 7.9 - Inc. (A communications company that was developing (.001 Par) jointly with Entergy utility applications of patented communication technology) Entergy Australia DB United Energy Limited (An electric Common Stock 1,000 - 1A Pty Limited distribution utility serving customers in the 1,929 State of Victoria, Australia) Entergy UK National Grid Group PLC (A holding company American 100 - 3,555 Enterprises Limited whose primary subsidiary is the sole Depositary independent transmission company for England Receipts and Wales) Entergy MHK MyHomeKey.com, Inc. (Engaged in the business Series D 1,197,263 5.17 10,500,000 Investments LLC of owning/operating an internet portal, preferred bringing together buyers and sellers of home stock products and services, including electricity and gas) Entergy Procurement Pantellos Corporation (An exempt Common Stock 450,783 4.9 4,439,000 Exchange Holding telecommunications company) ($0.01 Par) Corporation
ITEM 6. OFFICERS AND DIRECTORS ITEM 6. Part I - Names, Addresses, and Positions Held ETR = Entergy Corporation EAI = Entergy Arkansas, Inc. EGSI = Entergy Gulf States, Inc. ELI = Entergy Louisiana, Inc. EMI = Entergy Mississippi, Inc. ENOI = Entergy New Orleans, Inc. ESI = Entergy Services, Inc. ERHC = Entergy Retail Holdings, Inc. EPE&C = Entergy Power E&C Corporation
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C J. Wayne Anderson VP 639 Loyola Avenue DGC New Orleans, LA 70113 Kay Kelley Arnold VP 425 W. Capitol Little Rock, AR 72201 Michael D. Bakewell VP 350 Pine Street Beaumont, TX 77701 Maureen S. Bateman D 225 Franklin Street Boston, MA 02101 Joseph L. Blount VP 1340 Echelon Parkway S Jackson, MS 39213 W. Frank Blount D 15 Piedmont Center, Suite 100 Atlanta, GA 30305 Tracie L. Boutte VP 1600 Perdido Street New Orleans, LA 70112 S.M. Henry Brown, Jr. VP 1776 Eye St., NW Suite 275 Washington, D.C. 20006 James D. Bruno VP VP VP 446 North Boulevard Baton Rouge, LA 70802 Theodore Bunting VP 639 Loyola Avenue New Orleans, LA 70113 C. Gary Clary SVP SVP SVP SVP SVP SVP 639 Loyola Avenue New Orleans, LA 70113 Elaine E. Coleman VP 1600 Perdido Street New Orleans, LA 70112 E. Renae Conley P P 4809 Jefferson Hwy. CEO CEO Jefferson, LA 70121 D COB Bill F. Cossar VP 308 E. Pearl Street Jackson, MS 39201
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Robert L. Cushman VP 10055 Grogan's Mill Road Suite 150 The Woodlands, TX 77380 George W. Davis D 136 Fishers Shore Road Columbia, SC 29223 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Leo P. Denault VP 639 Loyola Avenue New Orleans, LA 70113 Joseph F. Domino P 350 Pine Street CEO Beaumont, TX 77701 COB Murphy A. Dreher VP VP VP 446 North Boulevard Baton Rouge, LA 70802 Johnny D. Ervin VP 639 Loyola Avenue New Orleans, LA 70113 Kent R. Foster VP 425 W. Capitol Little Rock, AR 72201 Norman C. Francis D One Drexel Drive New Orleans, LA 70125 Frank F. Gallaher SVP PFOT PFOT PFOT PFOT PFOT PFOT 639 Loyola Avenue New Orleans, LA 70113 Janice C. George VP 639 Isbell Road Reno, Nevada 89509 David C. Harlan VP 639 Loyola Avenue New Orleans, LA 70113 Randall W. Helmick VP VP VP 446 N. Boulevard Baton Rouge, LA 70802 Joseph T. Henderson VP VP VP VP VP VP VP 10200 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Suite 500 The Woodlands, TX 77380 Donald C. Hintz P D D D D D P D 639 Loyola Avenue COB New Orleans, LA 70113 Jill I. Israel VP 639 Loyola Avenue GA New Orleans, LA 70113 Jerry D. Jackson EVP GP GP GP GP GP GP 639 Loyola Avenue D D D D D D New Orleans, LA 70113
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Francis B. Jacobs, II VP 300 Delaware Avenue S Suite 900 Wilmington, DE 19801 Ray J. Johnson, Jr. VP 639 Loyola Avenue CIO New Orleans, LA 70113 John T. Kennedy VP 425 W. Capitol 40th Floor Little Rock, AR 72201 James F. Kenney VP 10055 Grogan's Mill Road Suite 300 The Woodlands, TX 77380 Doris J. Krick D 639 Isbell Road Reno, Nevada 89509 Nathan E. Langston VP VP VP VP VP VP VP VP 639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO CAO New Orleans, LA 70113 Kimberly Y. Lee VP 639 Loyola Avenue New Orleans, LA 70113 Peter H. Lendrum VP 639 Loyola Avenue New Orleans, LA 70113 J. Wayne Leonard CEO CEO 639 Loyola Avenue D New Orleans, LA 70113 Robert v.d. Luft COB 639 Loyola Avenue New Orleans, LA 70113 Phillip R. May VP 639 Loyola Avenue New Orleans, LA 70113 J. Parker McCollough VP 919 Congress Avenue Suite 740 Austin, TX 78701 Hugh T. McDonald P 425 W. Capitol Avenue CEO Little Rock, AR 72201 COB Thomas F. McLarty, III (a) D 425 W. Capitol Avenue Suite 3810 Little Rock, AR 72201 Steven C. McNeal VP VP VP VP VP VP VP VP P 639 Loyola Avenue T T T T T T T T T New Orleans, LA 70113 D Nancy C. Morovich VP 639 Loyola Avenue New Orleans, LA 70113 Kathleen A. Murphy D One International Place Boston, MA 02110
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Paul W. Murrill D 206 Sunset Blvd. Baton Rouge, LA 70808 James J. Mutch VP 350 Pine Street Beaumont, TX 77701 James M. Neikirk VP 639 Loyola Avenue CPO New Orleans, LA 70113 James R. Nichols D 50 Congress Street, Suite 832 Boston, MA 2109 Daniel F. Packer P 1600 Perdido Street COB New Orleans, LA 70112 CEO William A. Percy, III D 134 Bayou Road Greenville, MS 38701 James T. Pickens VP 425 W. Capitol Little Rock, AR 72201 Tom D. Reagan VP 639 Loyola Avenue New Orleans, LA 70113 Dennis H. Reilley D 39 Old Ridgebury Road Danbury, CT 06810 Deanna D. Rodriguez VP 639 Loyola Avenue New Orleans, LA 70113 Carolyn C. Shanks P 308 E. Pearl Street CEO Jackson, MS 32901 COB Richard J. Smith SVP P P 639 Loyola Avenue CEO New Orleans, LA 70113 D Wm. Clifford Smith D P.O. Box 2266 Houma, LA 70361 James Snider D 308 E. Pearl Street Jackson, MS 39201 Bismark A. Steinhagen D 3850 IS 10 South Beaumont, TX 77720-0037 Wade H. Stewart VP VP 4809 Jefferson Highway Jefferson, LA 70121 O. H. "Bud" Storey, III VP D 425 W. Capitol DGC Little Rock, AR 72201 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S S S S S CLO New Orleans, LA 70113 GC GC GC GC GC GC GC
As of December 31, 2000 ETR EAI EGSI ELI EMI ENOI ESI ERHI EPE&C Horace S. Webb SVP SVP 639 Loyola Avenue New Orleans, LA 70113 Arthur E. F. Wiese VP 639 Loyola Avenue New Orleans, LA 70113 C. John Wilder EVP EVP EVP EVP EVP EVP EVP EVP 639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO CFO New Orleans, LA 70113 D D D D D D D Thomas J. Wright SVP 639 Loyola Avenue New Orleans, LA 70113 Jerry W. Yelverton EVP D 1340 Echelon Parkway CNO Jackson, MS 39213 John H. Zemanek VP 639 Loyola Avenue New Orleans, LA 70113 (a) Mr. Thomas F. McLarty resigned effective March 12, 2001. COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President CIO = Chief Information Officer SVP = Senior Vice President CNO = Chief Nuclear Officer EVP = Executive Vice President CPO = Chief Procurement Officer VP = Vice President CRO = Chief Risk Officer D = Director T = Treasurer GTC = General Tax Counsel S = Secretary DGC = Deputy General Counsel GC = General Counsel GP = Group President CLO = Chief Legal Officer GA = General Auditor PFOT = President Fossil, Operations & Transmission
SERI = System Entergy Resources, Inc. POGI = Prudential Oil and Gas, LLC EOI = Entergy Operations, Inc. VARI = Varibus, LLC EPI = Entergy Power, Inc. EPGHC = Entergy Power Gas Holdings Corp. SFI = System Fuels, Inc. GSG&T = GSG&T, Inc. ERI = Entergy Resources, Inc. SGRC = Southern Gulf Railway Company As of December 31, 2000 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC Craig G. Anderson VP 1448 S. R. 333 Russellville, AR 72802 Christopher J. Bernard GC 10055 Grogan's Mill Road The Woodlands, TX 77380 Joseph L. Blount S S VP 1340 Echelon Parkway S Jackson, MS 39213 William R. Campbell VP 1448 S. R. 333 Russellville, AR 72802 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers P 10055 Grogan's Mill Road CEO Suite 500 D The Woodlands, TX 77380 C. Gary Clary SVP 639 Loyola Avenue New Orleans, LA 70113 Deborah S. Dudenhefer M M 639 Loyola Avenue New Orleans, LA 70113 Charles M. Dugger VP 17265 River Road Killona, LA 70066 William A. Eaton VP P.O. Box 756 Port Gibson, MS 39150 Randall K. Edington VP 5485 U. S. Highway 61 St. Francisville, LA 70775 Dale K. Furrow VP 10055 Grogan's Mill Road CFO The Woodlands, TX 77380 Patricia A. Galbraith M M 639 Loyola Avenue New Orleans, LA 70113 Janice C. George VP 639 Isbell Road Reno, Nevada 89509 Joseph T. Henderson VP VP VP VP VP M M VP VP 10200 Grogan's Mill Road GTC GTC GTC GTC GTC GTC GTC Suite 500 The Woodlands, TX 77380
As of December 31, 2000 SERI EOI EPI SFI ERI POGI VARI EPGHC GSG&T SGRC Donald C. Hintz D D D D D D 639 Loyola Avenue New Orleans, LA 70113 James F. Kenney P M M P P 10055 Grogan's Mill Road CEO CEO CEO Suite 300 COB COB COB The Woodlands, TX 77380 Doris J. Krick D 639 Isbell Road Reno, Nevada 89509 Nathan E. Langston VP VP VP M M VP VP 639 Loyola Avenue CAO CAO CAO CAO CAO New Orleans, LA 70113 John R. McGaha P 1340 Echelon Pkwy Jackson, MS 39286 Steven C. McNeal VP VP T VP VP M M P VP VP 639 Loyola Avenue T T T T T T New Orleans, LA 70113 D Geoffrey D. Roberts P 10055 Grogan's Mill Road CEO The Woodlands, TX 77380 D Christopher T. Screen M M 639 Loyola Avenue New Orleans, LA 70113 James W. Snider D 308 E. Pearl Street Jackson, MS 39201 Gary J. Taylor SVP 1340 Echelon Parkway COO Jackson, MS 39213 Michael G. Thompson SVP SVP VP M M SVP SVP 639 Loyola Avenue D S S S S New Orleans, LA 70113 S F. W. Titus VP 1340 Echelon Parkway Jackson, MS 39213 Paul J. Wielgus VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder EVP EVP D EVP D M M EVP EVP 639 Loyola Avenue CFO CFO CFO CFO CFO New Orleans, LA 70113 D D D D D Jerry W. Yelverton COB COB 1340 Echelon Parkway P CEO Jackson, MS 39213 CEO COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President COO = Chief Operating Officer SVP = Senior Vice President T = Treasurer EVP = Executive Vice President S = Secretary VP = Vice President GTC = General Tax Counsel D = Director GC = General Counsel M = Manager
EEI = Entergy Enterprises, Inc. EOSI = Entergy Operations Services, Inc. EHI = Entergy Holdings, Inc. ENI = Entergy Nuclear, Inc. EPDC = Entergy Power Development Corporation EPGC = Entergy Power Generation Corporation EPEHC = Entergy Procurement Exchange Holding Corporation EPMC = Entergy Power Marketing Corp. As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC Robert M. Bellamy VP 600 Rocky Hill Road Duxburg, MA 02331 Christopher J. Bernard GC 10055 Grogan's Mill Road The Woodlands, TX 77380 Douglas R. Castleberry VP 425 West Capitol Avenue Little Rock, AR 72203 Michael P. Childers SVP SVP SVP 10055 Grogan's Mill Road CDO CDO The Woodlands, TX 77380 Robert J. Cushman VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 F. Mitchell Davidson VP 200 E. Greenway Plaza Houston, TX 77046 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Cynthia A. Dyer VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Hamid Fatemi VP VP Equitable House 47 King William Street London, UK EC3V9DH Dale K. Furrow VP CRO 10055 Grogan's Mill Road VP The Woodlands, TX 77380 Frank F. Gallaher COB 639 Loyola Avenue CEO New Orleans, LA 70113 P Turgay Gurun VP VP Entergy Wholesale Operations 47 King William Street London, EC4R 9JD Joseph T. Henderson VP VP VP VP VP VP D 10200 Grogan's Mill Road, GTC GTC GTC GTC GTC GTC The Woodlands, TX 77380 Donald C. Hintz D D D D D D 639 Loyola Avenue New Orleans, LA 70113
As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC C. Randy Hutchinson SVP 1340 Echelon Parkway Jackson, MS 39213 Francis B. Jacobs, II VP 300 Delaware Ave, 9th Floor S Wilmington, DE 19801 Margarita G. Jannasch VP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Michael R. Kansler SVP P. O. Box 5029 COO White Plains, NY 10010 Danny R. Keuter VP 1340 Echelon Parkway Jackson, MS 39213 Nathan E. Langston VP 639 Loyola Avenue CAO New Orleans, LA 70113 J. Wayne Leonard P 639 Loyola Avenue COB New Orleans, LA 70113 Steven C. McNeal VP VP VP VP VP VP VP T 639 Loyola Avenue T T T T T T T New Orleans, LA 70113 Robert A. Malone VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Robert J. Moore VP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Uday Narang VP 47 King William Street London EC4R 9JD James M. Neikirk P 639 Loyola Avenue New Orleans, LA 70113 Frederick F. Nugent VP VP VP VP 10055 Grogan's Mill Road GC GC The Woodlands, TX 77380 Danny L. Pace VP 440 Hamilton Street White Plains, NY 10601 Geoffrey D. Roberts P P P P 10055 Grogan's Mill Road CEO D D D The Woodlands, TX 77380 D Eric E. Silagy VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Theodore A. Sullivan VP NPP 268 Lake Road Lycoming, NY 13093 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S S S S S New Orleans, LA 70113 GC D D
As of December 31, 2000 EEI EOSI EHI ENI EPDC EPGC EPEHC EPMC Paul J. Wielgus SVP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder D EVP D EVP EVP EVP D D 639 Loyola Avenue CFO CFO D CFO New Orleans, LA 70113 D D D J. Bradley Williams SVP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Jerry W. Yelverton P 1340 Echelon Parkway COB Jackson, MS 39213 CEO COB = Chairman of the Board T = Treasurer CEO = Chief Executive Officer S = Secretary COO = Chief Operating Officer D = Director P = President CFO = Chief Financial Officer SVP = Senior Vice President GC = General Counsel EVP = Executive Vice President CDO = Chief Development Officer VP = Vice President
EGPOC = Entergy Global Power Operations Corporation ETHC = Entergy Technology Holding Company EPHUSA = Entergy Power Holdings USA Corp. EIHL = Entergy International Holdings Ltd., LLC EVHC = Entergy Ventures Holding Company Inc. ENHC = Entergy Nuclear Holding Company ENHC1 = Entergy Nuclear Holding Company # 1. ENHC2 = Entergy Nuclear Holding Company # 2 EPIHC = Entergy Power International Holdings Corporation As of December 31, 2000 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 EPIHC Douglas Castleberry VP 425 W. Capitol Little Rock, AR 72201 Michael P. Childers VP P P 10055 Grogan's Mill Road D D The Woodlands, TX 77380 Robert J. Cushman VP VP VP 10055 Grogan's Mill Road The Woodlands, TX 77380 Linda A. Delaney D 300 Delaware Ave, 9th Floor Wilmington, DE 19801 Cynthia A. Dyer VP 10055 Grogan's Mill Road D The Woodlands, TX 77380 Dave C. Harlan P CFO 639 Loyola Avenue CEO VP New Orleans, LA 70113 D T D Joseph T. Henderson VP VP VP VP VP VP VP VP 10200 Grogan's Mill Road, GTC GTC GTC GTC GTC GTC GTC The Woodlands, TX 77380 Donald C. Hintz COB D D 639 Loyola Avenue New Orleans, LA 70113 Francis B. Jacobs, II VP 300 Delaware Avenue S Suite 900 Wilmington, DE 19801 Michael R. Kansler P P. O. Box 5029 CEO White Plains, NY 10010 Nathan E. Langston VP VP VP VP 639 Loyola Avenue CAO CAO CAO CAO New Orleans, LA 70113 J. Wayne Leonard D 639 Loyola Avenue New Orleans, LA 70113 Steven C. McNeal VP VP T VP VP VP VP VP 639 Loyola Avenue T T T T T T T New Orleans, LA 70113 Robert A. Malone VP 10055 Grogan's Mill Road The Woodlands, TX 77380
As of December 31, 2000 EGPOC ETHC EPHUSA EIHL EVHC ENHC ENHC1 ENHC2 EPIHC Frederick F. Nugent VP VP VP 10055 Grogan's Mill Road S The Woodlands, TX 77380 D Denise R. Redmann S 639 Loyola Avenue New Orleans, LA 70113 Geoffrey D. Roberts P 10055 Grogan's Mill Road D The Woodlands, TX 77380 Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP 639 Loyola Avenue S S S CLO S S S New Orleans, LA 70113 D D Horace S. Webb D 639 Loyola Avenue New Orleans, LA 70113 Paul J. Wielgus VP 10055 Grogan's Mill Road The Woodlands, TX 77380 C. John Wilder EVP CFO P SVP CFO CFO EVP 639 Loyola Avenue D P CFO D EVP EVP D New Orleans, LA 70113 D D D Jerry W. Yelverton P P 1340 Echelon Parkway CEO COB Jackson, MS 39213 D CEO COB = Chairman of the Board CAO = Chief Accounting Officer CEO = Chief Executive Officer CFO = Chief Financial Officer P = President GC = General Counsel SVP = Senior Vice President GTC = General Tax Council VP = Vice President S = Secretary T = Treasurer D = Director CLO = Chief Legal Officer
ITEM 6. Part II - Financial Connections As of December 31, 2000 Name and Location Position Applicable Name of Officer of Held in Financial Exemption or Director Financial Institution Institution Rule (1) (2) (3) (4) W. Frank Blount First Union National Bank Director 70(b) Atlanta, Georgia Norman C. Francis Liberty Bank and Trust Director 70(a) New Orleans, LA The Equitable Life Assurance Society Director 70(b) New York, NY Linda A. DeLaney First Union National Bank Sr. Vice President * Wilmington, DE
* Effective April 25, 2001 Linda A. DeLaney resigned any positions she held as a Director of Entergy subsidiaries Item 6. Part III (a) - Executive Compensation Summary Compensation Table The following table includes the Chief Executive Officers and the four other most highly compensated executive officers in office as of December 31, 2000 at Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Enterprises, Inc., Entergy Retail Holdings, Inc., Entergy Ventures Holding Company, Inc., Entergy Resources, Inc., Entergy Operations Services, Inc., Entergy Power Gas Holdings Corporation, Entergy Procurement Exchange Holding Corporation, Entergy Power Generation Corp., Entergy Power, Inc., Entergy Power Marketing Corp., Entergy Holdings Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Holding Company, Entergy Technology Holding Company, Entergy International Holdings Ltd., LLC, Entergy Global Power Operations Corporation, Entergy Power Development Corporation, Entergy Power Holdings USA Corporation, Entergy Power E&C Corporation, Entergy Power International Holdings Corporation, Varibus LLC, Prudential Oil and Gas, LLC, Southern Gulf Railway Company, and GSG&T, Inc. (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned during the year 2000. See Item 6. Part I, "Names, Addresses, and Positions Held," above for information on the principal positions of the Named Executive Officers in the table below. As shown in Item 6. Part I, most Named Executive Officers are employed by several Entergy companies. Because it would be impracticable to allocate such officers' salaries among the various companies, the table below includes aggregate compensation paid by all Entergy companies.
Long-Term Compensation Annual Compensation Awards Payouts Other Restricted Securities (a) (b) All Annual Stock Underlying LTIP Other Name Year Salary Bonus Comp. Awards Options Payouts Comp. Michael P. Childers 2000 $306,442 $588,316 $39,375 $772,500 (c)(d) 0 shares $197,257 $ 0 E. Renae Conley 2000 $282,642 $280,000 $41,573 (c) 20,000 shares $181,109 $8,559 1999 215,000 344,934 29,662 $84,188 (c)(d) 7,500 0 7,747 Frederick M. Davidson 2000 $235,962 $1,806,600 $ 0 $643,750 (c)(d) 0 shares $ 0 $6,162 1999 210,000 $200,600 15,475 (c) 0 0 34,161 1998 168,077 50,000 0 (c) 0 0 0 Joseph F. Domino 2000 $235,358 $180,732 $51,399 (c) 20,000 shares $142,314 $7,084 1999 223,569 200,210 7,072 (c) 13,487 0 6,838 1998 164,011 39,492 4,558 (c) 0 0 5,409 Frank F. Gallaher 2000 $416,390 $504,642 $127,484 (c) 34,500 shares $328,084 $13,910 1999 401,161 303,855 38,496 (c) 39,500 0 13,545 1998 382,829 280,747 89,137 (c) 2,500 0 12,396 David C. Harlan 2000 $198,673 $185,375 $35,806 (c) 20,000 shares $196,929 $4,736 1999 188,279 114,600 30,064 (c) 16,750 0 4,800 1998 173,421 108,358 39,726 (c) 1,250 0 4,800 Joseph T. Henderson 2000 $285,596 $303,975 $61,818 $220,656 (c)(d) 22,200 shares $172,773 $14,419 1999 222,115 201,100 36,004 (c) 7,500 0 21,983 Donald C. Hintz 2000 $570,096 $743,000 $104,399 (c) 175,000 shares $1,181,837 $26,516 1999 535,713 495,000 76,188 (c) 272,000 0 22,156 1998 423,379 310,571 28,508 (c) 2,500 0 14,236
Long-Term Compensation Annual Awards Payouts Compensa tion Other Restricted Securities (a) (b) All Annual Stock Underlying LTIP Other Name Year Salary Bonus Comp. Awards Options Payouts Comp. Jerry D. Jackson (e) 2000 $458,223 $554,214 $58,758 (c) 58,500 shares $1,181,575 $15,162 1999 442,809 403,554 39,670 (c) 94,000 0 15,497 1998 408,456 348,156 59,630 (c) 2,500 0 13,849 Michael R. Kansler 2000 $240,885 $424,283 $66,983 $189,375 (c)(d) 35,000 shares $147,894 $47,272 1999 212,708 109,392 13,674 (c) 8,688 0 3,195 1998 44,808 51,491 4,420 (c) 0 0 5,993 James F. Kenney 2000 $208,921 $211,932 $22,433 (c) 15,500 shares $196,929 $6,241 1999 200,947 105,035 26,259 (c) 14,250 0 6,089 1998 189,725 112,948 40,766 (c) 1,250 0 4,863 J. Wayne Leonard 2000 $836,538 $1,190,000 $11,646 (c) 330,600 shares $2,410,413 $ 0 1999 771,938 840,000 2,570 (c) 255,000 0 0 1998 412,843 1,145,416 65,787 $796,860 (c)(d) 0 0 18,125 Hugh T. McDonald 2000 $209,400 $165,000 $53,808 (c) 34,600 shares $172,773 $54,878 1999 181,704 176,267 438 (c) 14,700 0 5,429 1998 131,880 47,788 0 (c) 0 0 0 Steven C. McNeal 2000 $182,333 $129,223 $ 0 (c) 15,000 shares $ 0 $4,606 1999 171,077 78,100 0 (c) 5,925 0 4,800 1998 154,721 94,400 4,432 (c) 0 0 5,145 Uday Narang 2000 $320,911 $1,375,518 $ 0 $412,000 (c)(d) 0 shares $ 0 $5,323 1999 138,462 118,088 0 $192,000 (c)(d) 0 0 0 James M. Neikirk 2000 $232,637 $120,000 $17,645 (c) 18,500 shares $196,995 $8,643 1999 225,000 220,308 32,492 (c) 5,000 0 23,808 Daniel F. Packer 2000 $219,432 $167,382 $16,433 (c) 20,000 shares $196,929 $6,658 1999 211,055 127,920 10,517 (c) 16,750 0 6,583 1998 170,326 123,513 54,208(f) (c) 0 0 4,018 Geoffrey D. Roberts 2000 $439,889 $913,411 $6,200 (c) 58,500 shares $641,184 9,663 1999 351,442 682,500 0 $1,122,480(c)(d) 180,000 0 0 Carolyn C. Shanks 2000 $231,193 $182,530 $2,594 (c) 20,000 shares $104,241 $4,858 1999 208,931 133,950 2,549 (c) 11,050 0 4,800 1998 144,798 41,394 3,901 (c) 0 0 4,340 Richard J. Smith 2000 $298,308 $363,323 $35,316 (c) 50,000 shares $263,032 $50,640 1999 89,904 404,624 3,053 $149,688 (c)(d) 25,000 0 4,065 Michael G. Thompson 2000 $349,691 $433,305 $49,668 (c) 40,000 shares $590,787 $11,294 1999 336,378 254,910 53,407 (c) 28,700 0 11,280 1998 309,958 283,935 25,200 $60,874 (c)(d) 2,500 0 10,091 C. John Wilder 2000 $468,392 $619,370 $148,540 (c) 87,700 shares $953,006 $13,919 1999 445,191 406,693 119,878 (c) 52,500 0 20,035 1998 201,413 513,106 7,255 $758,560 (c)(d) 0 0 3,300 Thomas J. Wright (e) 2000 $298,180 $343,883 $186,470(f) (c) 35,000 shares $196,929 $32,921 1999 263,120 225,458 159,653(f) (c) 18,999 0 32,356 1998 234,361 757,045(g) 519,610(f) (c) 0 0 20,833 Jerry W. Yelverton 2000 $408,846 $510,000 $4,197 $201,875 (c)(d) 58,900 shares $503,482 $12,732 1999 363,997 328,500 8,036 (c) 49,400 0 11,286 1998 282,410 184,959 22,068 (c) 1,250 0 8,886
Individual Grants Potential Realizable % of Total Value Number of Options at Assumed Annual Securities Granted to Exercise Rates of Stock Underlying Employees Price Price Appreciation Options in (per Expiration for Option Term(b) Name Granted (a) 2000 share) (a) Date 5% 10% E. Renae Conley 20,000 0.3% $23.00 1/27/10 $289,292 $ 733,122 Joseph F. Domino 20,000 0.3% 23.00 1/27/10 289,292 733,122 Frank F. Gallaher 34,500 0.5% 23.00 1/27/10 499,028 1,264,635 David C. Harlan 20,000 0.3% 23.00 1/27/10 289,292 733,122 Joseph T. Henderson 22,200 0.3% 23.00 1/27/10 321,114 813,765 Donald C. Hintz 175,000 2.4% 23.00 1/27/10 2,531,301 6,414,813 Jerry D. Jackson 58,500 0.8% 23.00 1/27/10 846,178 2,144,380 Michael R. Kansler 35,000 0.5% 23.00 1/27/10 506,260 1,282,963 James F. Kenney 15,500 0.2% 23.00 1/27/10 224,201 568,169 J. Wayne Leonard 330,600 4.6% 23.00 1/27/10 4,781,989 12,118,499 Hugh T. McDonald 34,600 0.5% 23.00 1/27/10 500,474 1,268,300 Steven C. McNeal 15,000 0.2% 23.00 1/27/10 216,969 549,841 James M. Neikirk 18,500 0.3% 23.00 1/27/10 267,595 678,137 Daniel F. Packer 20,000 0.3% 23.00 1/27/10 289,292 733,122 Geoffrey D. Roberts 58,500 0.8% 23.00 1/27/10 846,178 2,144,380 Carolyn C. Shanks 20,000 0.3% 23.00 1/27/10 289,292 733,122 Richard J. Smith 50,000 0.7% 23.00 1/27/10 723,229 1,832,804 Michael G. Thompson 40,000 0.6% 23.00 1/27/10 578,583 1,466,243 C. John Wilder 87,700 1.2% 23.00 1/27/10 1,268,543 3,214,738 Thomas J. Wright 35,000 0.5% 23.00 1/27/10 506,260 1,282,963 Jerry W. Yelverton 58,900 0.8% 23.00 1/27/10 851,964 2,159,043
(a) Options were granted on January 27, 2000, pursuant to the Equity Ownership Plan. All options granted on this date have an exercise price equal to the closing price of Entergy Corporation common stock on the New York Stock Exchange Composite Transactions on January 27, 2000. These options will vest incrementally over a three-year period beginning in 2001. (b) Calculation based on the market price of the underlying securities assuming the market price increases over a ten-year option period and assuming annual compounding. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise. Aggregated Option Exercises in 2000 and December 31, 2000 Option Values The following table summarizes the number and value of options exercised during 2000, as well as the number and value of all unexercised options held by the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options are held by such officer.
Number of Securities Value of Unexercised Underlying Unexercised Options In-the-Money Options Shares Acquired Value as of December 31, 2000 as of December 31, 2000(b) Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable E. Renae Conley - $ - 2,500 25,000 $35,625 $457,500 Joseph F. Domino - - 5,995 28,992 83,844 497,526 Frank F. Gallaher 34,000 566,563 24,166 60,834 309,054 992,165 David C. Harlan 5,583 63,152 5,750 31,167 94,266 524,442 Joseph T. Henderson - - 2,500 27,200 33,594 495,925 Donald C. Hintz - - 119,000 383,000 1,676,688 5,873,688 Jerry D. Jackson 71,525 960,091 11,719 121,167 68,780 1,905,285 Michael R. Kansler 2,895 11,761 - 40,793 - 747,626 James F. Kenney 2,500 18,250 13,500 25,000 161,047 416,906 J. Wayne Leonard - - 85,000 500,600 1,051,875 8,488,463 Hugh T. McDonald - - 4,899 44,401 68,749 805,751 Steven C. McNeal - - 3,475 18,950 52,659 338,569 James M. Neikirk - - 1,666 21,834 20,617 398,540 Daniel F. Packer - - 5,583 31,167 69,090 524,442 Geoffrey D. Roberts - - 47,500 191,000 676,875 3,017,906 Carolyn C. Shanks 3,683 44,196 - 27,367 - 477,417 Richard J. Smith - - 8,333 66,667 103,121 1,171,879 Michael G. Thompson - - 29,566 59,134 375,879 1,009,283 C. John Wilder - - 17,500 122,700 216,563 2,126,831 Thomas J. Wright - - 6,332 47,667 78,359 832,692 Jerry W. Yelverton - - 24,716 91,834 330,376 1,545,065
(a) Based on the difference between the closing price of Entergy Corporation's common stock on the New York Stock Exchange Composite Transactions on the exercise date and the option exercise price. (b) Based on the difference between the closing price of Entergy Corporation's common stock on the New York Stock Exchange Composite Transactions on December 31, 2000, and the option exercise price. Long-Term Incentive Plan Awards in 2000 The following Table summarizes the awards of restricted units (equivalent to shares of Entergy Corporation common stock) granted under the Equity Ownership Plan in 2000 to the Named Executive Officers.
Estimated Future Payouts Under Non-Stock Price-Based Plans (# of units) (a) (b) Number of Performance Period Until Name Units Maturation or Payout Threshold Target Maximum Michael P. Childers 8,800 1/1/00-12/31/02 3,000 5,900 8,800 E. Renae Conley 6,700 1/1/00-12/31/02 2,300 4,517 6,700 Joseph F. Domino 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Frank F. Gallaher 11,800 1/1/00-12/31/02 4,000 7,917 11,800 David C. Harlan 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Joseph T. Henderson 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Donald C. Hintz 28,500 1/1/00-12/31/02 9,500 19,000 28,500 Jerry D. Jackson 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Michael R. Kansler 7,300 1/1/00-12/31/02 2,500 4,919 7,300 James F. Kenney 3,100 1/1/00-12/31/02 1,100 2,100 3,100 J. Wayne Leonard 48,000 1/1/00-12/31/02 16,000 32,000 48,000 Hugh T. McDonald 3,700 1/1/00-12/31/02 1,300 2,503 3,700 Steven C. McNeal 2,100 1/1/00-12/31/02 800 1,458 2,100 James M. Neikirk 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Daniel F. Packer 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Geoffrey D. Roberts 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Carolyn C. Shanks 3,100 1/1/00-12/31/02 1,100 2,100 3,100 Richard J. Smith 7,500 1/1/00-12/31/02 2,500 5,000 7,500 Michael G. Thompson 7,500 1/1/00-12/31/02 2,500 5,000 7,500 C. John Wilder 12,700 1/1/00-12/31/02 4,300 8,500 12,700 Thomas J. Wright 7,500 1/1/00-12/31/02 2,500 5,000 7,500 Jerry W. Yelverton 12,700 1/1/00-12/31/02 4,300 8,500 12,700
(a) Restricted units awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Restrictions are lifted based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon both the number of units that vest and the future market price of Entergy Corporation common stock. (b) The threshold, target, and maximum levels correspond to the achievement of 50%, 100%, and 150%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of units indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of units calculated by means of interpolation. Pension Plan Tables Retirement Income Plan Table Annual Covered Years of Service Compensation 15 20 25 30 35 $100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000 200,000 45,500 60,000 75,000 90,000 105,000 300,000 67,500 90,000 112,500 135,000 157,500 400,000 90,000 120,000 150,000 180,000 210,000 500,000 112,500 150,000 187,500 225,000 262,500 650,000 146,250 195,000 243,750 292,500 341,250 950,000 213,750 285,000 356,250 427,500 498,750 All of the Named Executive Officers participate in a Retirement Income Plan, a defined benefit plan, that provides a benefit for employees at retirement from Entergy based upon (1) generally all years of service beginning at age 21 through termination, with a forty-year maximum, multiplied by (2) 1.5%, multiplied by (3) the final average compensation. Final average compensation is based on the highest consecutive 60 months of covered compensation in the last 120 months of service. The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a 50% joint and survivor annuity. Other actuarially equivalent options are available to each retiree. Retirement benefits are not subject to any deduction for Social Security or other offset amounts. The amount of the Named Executive Officers' annual compensation covered by the plan as of December 31, 2000, is represented by the salary column in the Summary Compensation Table above. The credited years of service under the Retirement Income Plan, as of December 31, 2000, for the following Named Executive Officers is as follows: Ms. Conley 1; Mr. Davidson 3; Mr. Domino 30; Mr. Gallaher 31; Mr. Harlan 18; Mr. Henderson 1; Mr. Jackson 21; Mr. Leonard 2; Mr. McDonald 18; Mr. McNeal 18; Mr. Narang 1; Mr. Neikirk 2; Mr. Packer 18; Mr. Roberts 1; Ms. Shanks 17; Mr. Wright 31; and Mr. Yelverton 21. The credited years of service under the Retirement Income Plan, as of December 31, 2000 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Mr. Childers 10, Mr. Hintz 29, Mr. Kansler 21, Mr. Kenney 22, Mr. Smith 24, Mr. Thompson 24, and Mr. Wilder 17. The maximum benefit under the Retirement Income Plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, certain companies have elected to participate in the Pension Equalization Plan sponsored by Entergy Corporation. Under this plan, certain executives, including the Named Executive Officers, would receive an additional amount equal to the benefit that would have been payable under the Retirement Income Plan, except for the Sections 401 and 415 limitations discussed above. In addition to the Retirement Income Plan discussed above, certain companies participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of Entergy Corporation and Subsidiaries (PRP). Participation is limited to one of these two plans and is at the invitation of a participating employer. The participant may receive from the appropriate Entergy company a monthly benefit payment not in excess of .025 (under the SRP) or .0333 (under the PRP) times the participant's average base annual salary (as defined in the plans) for a maximum of 120 months. Mr. Harlan, Mr. Hintz, Mr. Packer and Mr. Yelverton have entered into a Supplemental Retirement Plan participation contract, and Mr. Gallaher, Mr. Jackson, and Mr. Wright have entered into Post- Retirement Plan participation contracts. Current estimates indicate that the annual payments to each Named Executive Officer under the above plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below. System Executive Retirement Plan Table (1) Annual Covered Years of Service Compensation 15 20 25 30+ $ 200,000 $ 90,000 $100,000 $110,000 $120,000 300,000 135,000 150,000 165,000 180,000 400,000 180,000 200,000 220,000 240,000 500,000 225,000 250,000 275,000 300,000 600,000 270,000 300,000 330,000 360,000 700,000 315,000 350,000 385,000 420,000 1,000,000 450,000 500,000 550,000 600,000 (1) Covered pay includes the average of the highest three years of annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits shown are based on a target replacement ratio of 50% based on the years of service and covered compensation shown. The benefits for 10, 15, and 20 or more years of service at the 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%, and 5.0%, respectively. In 1993, Entergy Corporation adopted the System Executive Retirement Plan (SERP). This plan was amended in 1998. Certain of the companies are participating employers in the SERP. The SERP is an unfunded defined benefit plan offered at retirement to certain senior executives, which would currently include all the Named Executive Officers (except for Mr. Childers, Mr. Davidson, Mr. Leonard, and Mr. Narang). Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the SRP or PRP discussed above. The plan was amended in 1998 to provide that covered pay is the average of the highest three years annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits paid under the SERP are calculated by multiplying the covered pay times target pay replacement ratios (45%, 50%, or 55%, dependent on job rating at retirement) that are attained, according to plan design, at 20 years of credited service. The target ratios are increased by 1% for each year of service over 20 years, up to a maximum of 30 years of service. In accordance with the SERP formula, the target ratios are reduced for each year of service below 20 years. The credited years of service under this plan are identical to the years of service for most of the Named Executive Officers disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". The credited years of service under this plan are identical to the years of service for Named Executive Officers (other than Mr. Jackson, Mr. Kansler, Mr. Kenney, Mr. Smith, Mr. Thompson, and Mr. Yelverton) disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". Mr. Jackson, Mr. Kansler, Mr. Kenney, Mr. Smith, Mr. Thompson, and Mr. Yelverton have 27 years, 2 years, 10 years, 1 year, 19 years, and 31 years, respectively, of credited service under this plan. The amended plan provides that a single employee receives a lifetime annuity and a married employee receives the reduced benefit with a 50% surviving spouse annuity. Other actuarially equivalent options are available to each retiree. SERP benefits are offset by any and all defined benefit plan payments from Entergy. SERP benefits are not subject to Social Security offsets. Eligibility for and receipt of benefits under any of the executive plans described above are contingent upon several factors. The participant must agree, without the specific consent of the Entergy company for which such participant was last employed, not to take employment after retirement with any entity that is in competition with, or similar in nature to, any Entergy company. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with a participating employer, certain resignations of employment, or certain terminations of employment without company permission. In addition to the Retirement Income Plan discussed above, Entergy Gulf States provides, among other benefits to officers, an Executive Income Security Plan for key managerial personnel. The plan provides participants with certain retirement, disability, termination, and survivors' benefits. To the extent that such benefits are not funded by the employee benefit plans of Entergy Gulf States or by vested benefits payable by the participants' former employers, Entergy Gulf States is obligated to make supplemental payments to participants or their survivors. The plan provides that upon the death or disability of a participant during his employment, he or his designated survivors will receive (i) during the first year following his death or disability an amount not to exceed his annual base salary, and (ii) thereafter for a number of years until the participant attains or would have attained age 65, but not less than nine years, an amount equal to one-half of the participant's annual base salary. The plan also provides supplemental retirement benefits for life for participants retiring after reaching age 65 equal to 1/2 of the participant's average final compensation rate, with 1/2 of such benefit upon the death of the participant being payable to a surviving spouse for life. Entergy Gulf States amended and restated the plan effective March 1, 1991, to provide such benefits for life upon termination of employment of a participating officer or key managerial employee without cause (as defined in the plan) or if the participant separates from employment for good reason (as defined in the plan), with 1/2 of such benefits to be payable to a surviving spouse for life. Further, the plan was amended to provide medical benefits for a participant and his family when the participant separates from service. These medical benefits generally continue until the participant is eligible to receive medical benefits from a subsequent employer; but in the case of a participant who is over 50 at the time of separation and was participating in the plan on March 1, 1991, medical benefits continue for life. By virtue of the 1991 amendment and restatement, benefits for a participant cannot be modified once he becomes eligible to participate in the plan. Mr. Domino is a participant in this plan. Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Post-Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans). Compensation of Directors Directors who are Entergy officers do not receive any fee for service as a director. Each non-employee director receives a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at committee meetings scheduled in conjunction with Board meetings, and $2,000 for attendance at committee meetings not scheduled in conjunction with a Board meeting. Directors also receive $1,000 for participation in any inspection trip or conference not held in conjunction with a Board or Committee meeting. In addition, committee chairpersons are paid an additional $5,000 annually. Directors receive only one-half the fees set forth above for telephone attendance at Board or committee meetings. All non-employee directors receive on a quarterly basis 150 shares of Common Stock and one-half the value of the 150 shares in cash. Mr. Luft is paid $200,000 annually to serve as Chairman of the Board. In January 2001, the non- employee Directors were granted the opportunity to receive annually an executive physical examination either from their local physician or at the Mayo Clinic's Jacksonville, Florida location. The Corporation will pay the cost of the physical examination, and, if at Mayo, travel and living expenses. All non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board up to a maximum of ten years. The "phantom" shares are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in at least five but no more than 15 annual payments. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting. The remaining Entergy companies currently have no non-employee directors, and none of the current directors are compensated for their responsibilities as directors. Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum of five years of service on the respective Boards of Directors are paid $200 a month for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. System Energy has no retired non-employee directors. Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. For those directors who retired prior to the retirement age, their benefits are reduced. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as an advisory director are included in calculating this benefit. Before Entergy Gulf States, Inc. became a subsidiary of Entergy, it established a deferred compensation plan for its officers and non- employee directors. A director could defer a maximum of 100% of his salary, and an officer could defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, deferred their salaries. The directors' right to receive this deferred compensation is an unsecured obligation of the Corporation, which accrues simple interest compounded annually at the rate set by Entergy Gulf States, Inc. in 1985. In addition to payments received prior to 1997, on January 1, 2000, Dr. Murrill began to receive his deferred compensation plus interest in equal installments annually for 15 years. Beginning on the January 1 after Mr. Steinhagen turns 70, he will receive his deferred compensation plus interest in equal installments annually for 10 years. On certain occasions, the Corporation provides personal transportation services for the benefit of non-employee directors. During 2000, the value of such transportation services provided by Entergy Corporation to all directors was approximately $11,790. Executive Retention Agreements Retention Agreement with Mr. Leonard - The retention agreement with Mr. Leonard provides that upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, other than a termination of employment described in the next paragraph, or (b) by reason of his death or disability: o Entergy will pay to him a lump sum cash severance payment equal to three times (in limited circumstances, five times) the sum of Mr. Leonard's base salary and target annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals; o his supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55; o he will be entitled to immediate payment of performance awards, based upon an assumed target achievement (in limited circumstances, maximum annual achievement) of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, or by Mr. Leonard without "good reason" and without Entergy's permission prior to his attainment of age 55, Mr. Leonard will forfeit his supplemental retirement benefit. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" with Entergy's permission prior to his attainment of age 55, Mr. Leonard will be entitled to a supplemental retirement benefit, reduced by 6.5% for each year that the termination date precedes his attainment of age 55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" following his attainment of age 55, Mr. Leonard will be entitled to his full supplemental retirement benefit. Additionally, the Board of Directors has approved a grant to Mr. Leonard of 200,000 restricted stock units pursuant to Entergy's Equity Ownership Plan. 50,000 of the restricted stock units (without dividends) will vest on each of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004. In addition, the restricted stock units will vest upon the termination of Mr. Leonard's employment by Entergy without "cause" or by Mr. Leonard for "good reason" (as defined in the retention agreement between Mr. Leonard and Entergy). Retention Agreement with Mr. Gallaher - The retention agreement with Mr. Gallaher provides that upon termination of employment while a Merger is pending and for two years after completion of a Merger (a) by Mr. Gallaher for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Gallaher's death or disability: o Entergy will pay to him a lump sum cash severance payment equal to four times the sum of his base salary and maximum annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; o he may elect to receive either a lump sum supplemental retirement benefit equal to $3.8 million or the benefit he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. Retention agreement with Mr. Hintz - The retention agreement with Mr. Hintz provides that Mr. Hintz will be paid an initial retention payment of approximately $2.8 million on the date on which a Merger is completed and an additional retention payment of approximately $2.3 million on the second anniversary of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for two years after completion (a) by Mr. Hintz for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Hintz's death or disability: o Entergy will pay to him a lump sum cash severance payment equal to $2.8 million if such termination occurs prior to completion of a Merger or equal to $2.3 million if such termination occurs following completion of a Merger; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger; o he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals, if such termination occurs prior to completion of a Merger, or based upon an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; o he will be entitled to receive a supplemental retirement benefit that, when combined with Mr. Hintz's SERP benefit, equals the benefit he would have earned under the terms of the SERP as in effect immediately prior to March 25, 1998; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. Retention Agreement with Mr. Jackson - The retention agreement with Mr. Jackson provides that upon termination of employment (a) by him for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, or by reason of his death or disability, in each case while a Merger is pending but prior to completion of a Merger, or (b) for any reason following completion of a Merger: o Entergy will pay to him a lump sum cash severance payment equal to four times the sum of his base salary and maximum annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o he may elect to receive either a lump sum supplemental retirement benefit equal to (a) $4.3 million or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998; and o all of his stock options will become fully vested and will remain outstanding for their full ten-year term. Retention Agreement with Mr. Wilder - The retention agreement with Mr. Wilder provides that upon termination of employment (a) by Mr. Wilder for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, in each case while a Merger is pending, (b) by reason of Mr. Wilder's death or disability while a Merger is pending and for two years after completion of a Merger, or (c) for any reason following completion of a Merger: o Entergy will pay to him a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of the his base salary and maximum annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o except in the case of a termination by reason of death or disability, he will continue to be employed as a Special Project Coordinator at an annual base salary of $200,000, and will continue to participate in all of Entergy's benefit plans, until the earliest of (a) his attainment of age 55 (at which time he will be deemed eligible to retire under Entergy's plans then in effect), (b) his employment with a company listed in the Fortune Global 500 Index or (c) his employment with any company that has a conflict of interest policy that would prohibit his continued employment with Entergy; o Entergy will credit him with 15 additional years of service under Entergy's supplemental retirement plan and he may elect to receive either (a) approximately $1.9 million in a cash lump sum in full settlement of all nonqualified retirement benefits or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998 (which amount he may elect to receive upon completion of a Merger); o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur. If Mr. Wilder terminates his employment for any reason prior to the completion of a Merger, Entergy will pay to him a lump sum cash severance payment equal to three times the sum of the his base salary and target annual incentive award and a "gross-up" payment in respect of any excise taxes he might incur. Retention Agreement with Mr. Thompson - This retention agreement with Mr. Thompson provides that upon termination of employment (a) by him for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, or by reason of his death or disability, in each case while a Merger is pending but prior to completion of a Merger, or (b) for any reason following completion of a Merger: o Entergy will pay to him a lump sum cash severance payment equal to four times the sum of his base salary and maximum annual incentive award; o Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals; o Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur; o he will be entitled to immediate payment of performance awards, based upon an assumed maximum achievement of applicable performance goals; o he may elect to receive either a lump sum supplemental retirement benefit equal to (a) $2.9 million or (b) the benefit that he would have earned under the terms of Entergy's System Executive Retirement Plan applicable to individuals who became participants on or after March 25, 1998; and o all of his stock options will become fully vested and will remain outstanding for their full ten-year term. Except in the case of a termination by reason of death or disability, Mr. Thompson will be, for purposes of all benefit plans and arrangements, an active employee until the date on which he is eligible for early retirement, which is December 31, 2001, under Entergy's qualified retirement plan, with such employee status to be in substantially the same terms and conditions as in effect immediately preceding the date of termination. System Executive Continuity Plan - Ms. Conley, Mr. Childers, Mr. Domino, Mr. Harlan, Mr. Henderson, Mr. Kansler, Mr. Kenney, Mr. McDonald, Mr. Neikirk, Mr. Packer, Mr. Roberts, Ms. Shanks, and Mr. Smith are participants in Entergy's System Executive Continuity Plan, which provides severance pay and benefits under specified circumstances following a change in control. In the event that a participant's employment is involuntarily terminated without "cause" or if the participant terminates for "good reason" during the "change in control period" (as such terms are defined, respectively, in the Continuity Plan), the participant will be entitled to: o a cash severance payment equal to either three times (Roberts), two times (Conley, Childers, Kansler, and Smith) or one times (Domino, Harlan, Henderson, Kenney, McDonald, Neikirk, Shanks, and Packer) the participant's Base Annual Salary and Target Award (as such terms are defined, respectively, in the Continuity Plan); o continued medical and dental insurance coverage (subject to offset for any similar coverage provided by the participant's new employer); o immediate payment of performance awards, based upon an assumed achievement of applicable performance targets; and o payment of a "gross-up" payment in respect of any excise taxes the participant might incur. Participants in the Plan are subject to post-employment restrictive covenants, including a noncompetition provision. Employee Retention Bonus Plan - Ms. Conley, Mr. Domino, Mr. McDonald, Ms. Shanks, Mr. Packer, Mr. Harlan, Mr. Henderson, Mr. McNeal, Mr. Kansler and Mr. Kenney are participants in the Employee Retention Bonus Plan of Entergy and its Subsidiaries. Under the Plan, as a result of the termination of the merger between Entergy and FPL Group, each of these individuals, except Mr. Kansler and Mr. Kenney, will receive 50% of his or her annual base salary. Mr. Kansler and Mr. Kenney will receive, respectively, 37.5% and 25%. Item 6. Part III (b) - Security Ownership of Certain Beneficial Owners and Management The directors, the Names Executive Officers, and the directors and officers as a group of Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Enterprises, Inc., Entergy Retail Holdings, Inc., Entergy Ventures Holding Company, Inc., Entergy Resources, Inc., Entergy Operations Services, Inc., Entergy Power Gas Holdings Corporation, Entergy Procurement Exchange Holding Corporation, Entergy Power Generation Corp., Entergy Power, Inc., Entergy Power Marketing Corp., Entergy Holdings Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company #1, Entergy Nuclear Holding Company #2, Entergy Nuclear Holding Company, Entergy Technology Holding Company, Entergy International Holdings Ltd., LLC, Entergy Global Power Operations Corporation, Entergy Power Development Corporation, Entergy Power Holdings USA Corporation, Entergy Power E&C Corporation, Entergy Power International Holdings Corporation, Varibus LLC, Prudential Oil and Gas, LLC., Southern Gulf Railway Company, and GSG&T, Inc. beneficially owned directly and indirectly common stock of Entergy Corporation as indicated: As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Corporation Maureen S. Bateman* 300 - W. Frank Blount* 6,834 - George W. Davis* 1,500 - Norman C. Francis* 2,500 - Frank F. Gallaher** 7,640 24,166 Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard*** 13,065 85,000 Robert v.d. Luft* 15,052 85,000 Kathleen A. Murphy* 1,300 (c) - Paul W. Murrill* 2,704 - James R. Nichols* 8,859 - William A. Percy, III* 550 - Dennis H. Reilley* 600 - Wm. Clifford Smith* 9,485 - Bismark A. Steinhagen* 9,647 - C. John Wilder* 9,017 17,500 All directors and executive officers 137,171 367,326 Entergy Arkansas, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Hugh T. McDonald*** 3,475 4,899 C. John Wilder*** 9,017 17,500 Thomas J. Wright**(d) 15,332 (c) 6,332 All directors and executive officers 105,303 281,224 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Gulf States, Inc. E. Renae Conley*** 220 2,500 Joseph F. Domino*** 6,917 5,995 Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson***(d) 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 104,687 284,238 Entergy Louisiana, Inc. E. Renae Conley*** 220 2,500 Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson***(d) 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 97,020 278,243 Entergy Mississippi, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Carolyn C. Shanks*** 3,708 - C. John Wilder*** 9,017 17,500 All directors and executive officers 89,639 269,993 Entergy New Orleans, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 Daniel F. Packer*** 2,858 5,583 C. John Wilder*** 9,017 17,500 All directors and executive officers 86,470 275,576 System Energy Resources, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 72,639 270,543 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Services, Inc. Frank F. Gallaher** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson*** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 175,840 391,394 Entergy Operations, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 105,844 305,100 System Fuels, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 Varibus LLC Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder** 9,017 17,500 All directors and executive officers 73,490 288,893 Entergy Ventures Holding Company, Inc. Linda A. Delaney* - - David C. Harlan*** 8,005 5,750 Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 54,782 269,424 Entergy Resources Inc. Michael P. Childers*** - - Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder*** 9,017 17,500 All directors and executive officers 49,244 322,107 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Prudential Oil and Gas, LLC Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder** 9,017 17,500 All directors and executive officers 73,490 288,893 Southern Gulf Railway Company Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 GSG&T, Inc. Donald C. Hintz*** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 James F. Kenney*** 3,753 13,500 J. Wayne Leonard** 13,065 85,000 C. John Wilder*** 9,017 17,500 All directors and executive officers 73,490 288,893 Entergy Enterprises, Inc. Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,841 348,023 Entergy Retail Holdings Inc. Linda A. Delaney* - - Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Richard J. Smith*** 149 8,333 O. H. Storey, III* 119 2,350 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 54,584 296,573 Entergy Operations Services, Inc. Frank F. Gallaher*** 7,640 24,166 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 47,293 281,207 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Power Gas Holdings Corp. Donald C. Hintz** 3,536 119,000 Doris J. Krick* - - J. Wayne Leonard** 13,065 85,000 Steven C. McNeal*** 3,142 3,475 Geoffrey D. Roberts** 6,875 47,500 James W. Snider* - - C. John Wilder** 9,017 17,500 All directors and executive officers 40,271 272,475 Entergy Procurement Exchange Holding Corporation Linda A. Delaney* - - Joseph T. Henderson* 810 2,500 Donald C. Hintz** 3,536 119,000 Jerry D. Jackson** 22,960 11,719 J. Wayne Leonard** 13,065 85,000 James M. Neikirk** 231 1,666 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,761 240,860 Entergy Power Generation Corporation Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 51,904 349,306 Entergy Power Inc. Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 47,124 313,941 Entergy Power Marketing Corp. Frederick M. Davidson** 600 - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Uday Narang** 3,198 - Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson* 10,083 29,566 C. John Wilder* 9,017 17,500 All directors and executive officers 50,112 311,441 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Holdings, Inc. Joseph T. Henderson** 810 2,500 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard*** 13,065 85,000 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 48,733 267,690 Entergy Nuclear, Inc. Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 58,512 292,748 Entergy Nuclear Holding Company #1 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 54,316 285,890 Entergy Nuclear Holding Company #2 David C. Harlan* 8,005 5,750 Donald C. Hintz** 3,536 119,000 Michael R. Kansler** 840 - J. Wayne Leonard*** 13,065 85,000 Horace S. Webb* 314 4,000 C. John Wilder** 9,017 17,500 Jerry W. Yelverton** 8,349 24,716 All directors and executive officers 43,126 255,966 Entergy Nuclear Holding Company Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 Jerry W. Yelverton*** 8,349 24,716 All directors and executive officers 55,126 288,390 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Technology Holding Company Joseph T. Henderson** 810 2,500 Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 42,190 257,941 Entergy International Holdings Ltd. LLC Joseph T. Henderson** 810 2,500 Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Michael G. Thompson** 10,083 29,566 C. John Wilder** 9,017 17,500 All directors and executive officers 46,777 263,674 Entergy Global Power Operations Corporation Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson*** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 51,855 320,140 Entergy Power Development Corporation Donald C. Hintz*** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts*** 6,875 47,500 Michael G. Thompson** 10,083 29,566 C. John Wilder*** 9,017 17,500 All directors and executive officers 52,787 351,206 Entergy Power Holdings USA Corp. Michael P. Childers*** - - Cynthia A. Dyer* - - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Frederick F. Nugent* 1,956 4,016 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder** 9,017 17,500 All directors and executive officers 41,068 307,240 As of December 31, 2000 Entergy Corporation Common Stock Amount and Nature of Beneficial Ownership(a) Sole Voting and Other Investment Beneficial Name Power Ownership(b) Entergy Power E & C Corporation Donald C. Hintz** 3,536 119,000 Doris J. Krick* - - J. Wayne Leonard** 13,065 85,000 Steven C. McNeal*** 3,142 3,475 Geoffrey D. Roberts** 6,875 47,500 James W. Snider* - - C. John Wilder** 9,017 17,500 All directors and executive officers 40,271 272,475 Entergy Power International Holdings Corporation Michael P. Childers*** - - Donald C. Hintz** 3,536 119,000 J. Wayne Leonard** 13,065 85,000 Geoffrey D. Roberts** 6,875 47,500 C. John Wilder*** 9,017 17,500 All directors and executive officers 50,972 320,140 * Director of the respective Company ** Named Executive Officer of the respective Company *** Director and Named Executive Officer of the respective Company (a) Based on information furnished by the respective individuals. Except as noted, each individual has sole voting and investment power. The number of shares of Entergy Corporation common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding Entergy Corporation common stock. (b) Includes, for the Named Executive Officers, shares of Entergy Corporation common stock in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan as follows: (c) Includes 1,000 shares for Ms. Murphy in which she has joint ownership. Includes 5,171 shares for Mr. Wright in which he has joint ownership and 1,793 shares in which he has custodial ownership. (d) Mr. Wright is the former Chief Executive Officer and a former director of Entergy Arkansas. Mr. Jackson is the former Chief Executive Officer of Entergy Gulf States, LA and Entergy Louisiana. Item 6. Part III (c) - Contracts and Transactions with System Companies During 2000, T. Baker Smith & Son, Inc. performed land- surveying services for, and received payments of approximately $427,014 from Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is President of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc. ITEM 6. Part III (d) - Indebtedness to System Companies None. ITEM 6. Part III (e) - Participation in Bonus and Sharing Arrangements and Other Benefits See Item 6. Part III (a). ITEM 6. Part III (f) - Rights to Indemnity The Certificate of Incorporation of Entergy provides that the corporation shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time. The Certificate of Incorporation also provides that Entergy may maintain insurance to protect its officers and directors against such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1)* CALENDAR YEAR 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY CORPORATION Democratic National Committee Building Fund Donations 49,500 Republican National Committee Building Fund Building Fund Donations 49,500 ------- Total $99,000 =======
* Several of the System Companies have established separate segregated funds known as political action committees, established pursuant to the Federal Election Campaign Act, in soliciting employee participation in Federal, state and local elections.
(2) CALENDAR YEAR 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY Chambers of Commerce Civic Activity Donations $125,000 CORPORATION Foundation for the Midsouth Civic Activity Donations 250,000 Bureau of Governmental Research Research Donations 250 -------- Total $375,250 ======== ENTERGY ARKANSAS Arkansas State and Local Chambers of Commerce Civic Activity Donations $137,913 Arkansas Governor's Mansion Building Fund Donations 56,000 Clark County Democratic Party Civic Activity Donations 250 -------- Total $194,163 ========
(2) CALENDAR YEAR 2000 Name or Account(s) Name of Number of Beneficiaries Purpose(s) Charged Amount Company ENTERGY GULF STATES Chambers of Commerce Civic Activity Donations $84,664 Association of Electric Companies of Texas Civic Activity Donations 15,193 Southern Governors' Association Civic Activity Donations 5,000 Texas Civil Justice League Civic Activity Donations 7,500 -------- Total $112,357 ======== ENTERGY LOUISIANA Chambers of Commerce Civic Activity Donations $33,690 Four Other items Civic Activity Donations 920 ------- Total $34,610 ======= ENTERGY MISSISSIPPI Chambers of Commerce Civic Activity Donations $16,325 Council of State Governments Civic Activity Donations 6,000 Democratic Governors' Association Civic Activity Donations 5,000 Metropolitan Crime Commission Civic Activity Donations 6,200 Southern Governors' Association Civic Activity Donations 5,000 Two Other Items Civic Activity Donations 5,500 ------- Total $44,025 ======= ENTERGY NEW ORLEANS Chambers of Commerce Civic Activity Donations $4,650 Bureau of Governmental Research Civic Activity Donations 250 ------ Total $4,900 ======
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS (I) In Effect Serving Receiving Date of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Fuel Purchases System Fuels Entergy Arkansas $ 2,203,830 1/12/73 Yes Fuel Purchases System Fuels Entergy Louisiana $ 19,540,256 1/12/73 Yes Fuel Purchases System Fuels Entergy Mississippi $ 104,536,921 1/12/73 Yes Fuel Purchases System Fuels Entergy New Orleans $ 8,025,771 1/12/73 Yes Certain materials & System Fuels Entergy Arkansas $ 51,092,089 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels Entergy Louisiana $ 29,317,402 6/15/78 Yes services required for fabrication of Nuclear Fuel Certain materials & System Fuels System Energy $ 7,289 6/15/78 Yes services required for fabrication of Nuclear Fuel Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 5,464,201 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy Mississippi $ 3,252,125 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy New Orleans $ 9,149 N/A N/A Parts Inventory Miscellaneous Spare Entergy Arkansas Entergy Gulf States $ 117,419 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Arkansas $ 372,832 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Mississippi $ 814,592 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy New Orleans $ 7,323,623 N/A N/A Parts Inventory Miscellaneous Spare Entergy Louisiana Entergy Gulf States $ 11,179,506 N/A N/A Parts Inventory
(I) In Effect Serving Receiving Date Of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Miscellaneous Spare Entergy Mississippi Entergy Arkansas $ 168,535 N/A N/A Parts Inventory Miscellaneous Spare Entergy Mississippi Entergy Louisiana $ 474,624 N/A N/A Parts Inventory Miscellaneous Spare Entergy Mississippi Entergy Gulf States $ 740 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Arkansas $ 19,716 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Louisiana $ 162,232 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Mississippi $ 11,145 N/A N/A Parts Inventory Miscellaneous Spare Entergy New Orleans Entergy Gulf States $ 136,531 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Arkansas $ 443,579 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Louisiana $ 454,286 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy Mississippi $ 5,313 N/A N/A Parts Inventory Miscellaneous Spare Entergy Gulf States Entergy New Orleans $ 878 N/A N/A Parts Inventory Miscellaneous Entergy Mississippi Entergy Louisiana $ 171,476 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Louisiana Entergy Mississippi $ 67,044 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Gulf States Entergy Arkansas $ 272,769 N/A N/A transmission and distribution station equipment Miscellaneous Entergy Louisiana Entergy Arkansas $ 64,567 N/A N/A transmission and distribution station equipment
(I) In Effect Serving Receiving Date Of 12/31/2000 Transaction Company Company Compensation Contract (Yes/No) Miscellaneous Entergy Arkansas Entergy Louisiana $ 19,785 N/A N/A transmission and distribution station equipment Capacity Use of and ETC Entergy Arkansas $ 408,016 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Louisiana $ 774.392 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Mississippi $ 962,941 5-01-97 Yes Service of Local Fiber Capacity Use of and ETC Entergy Gulf States $ 1,310,843 5-01-97 Yes Service of Local Fiber Construction and ETC Entergy Services $ 872,418 1-01-97 Yes Service of Local Fiber
The following contract was in effect as of December 31, 2000, though there was no activity under this contract: - - Contract for web hosting services between MyHomeKey.com, Inc and Entergy MHK Retail, LLC dated November 6, 2000. Reference is made to the quarterly certificates filed pursuant to Rule 24 by Entergy Corporation in file #70-9123 for information concerning certain support services provided by non-utility companies to other non-utility companies. ITEM 8. Part II Reference is made to information under Item 6, Part III(c). ITEM 8. Part III Interstate FiberNet acts as exclusive agent to market all of Entergy Technology Company's available capacity for point-to-point communication. The compensation amount for 2000 was $4,494,453.35. SAIC provided information technology support services to Entergy Corporation during 2000. The compensation amount paid to SAIC for 2000 was $1,350,000. ITEM 9. EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (a) In November 1992, Entergy Corporation's subsidiary, Entergy, S.A., participated in a consortium with other nonaffiliated companies that acquired a 6% interest in Central Costanera, S.A. Central Costanera, S.A. is an Argentina steam electric generating facility consisting of seven natural gas and oil fired generating units, with total installed capacity of 1,260 MW. Central Costanera, S.A. is a FUCO under the provisions of the Energy Act. At December 31, 2000, Entergy Corporation's aggregate investment in Central Costanera, S.A. was approximately $10.5 million. In August 1994, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Pakistan, Ltd., acquired a 10% equity interest in The Hub Power Company, Ltd., which owns a 1,292 MW steam electric generation facility in Pakistan. Entergy Pakistan, Ltd. is a FUCO under the Energy Act. Entergy Pakistan, Ltd.'s initial investment to acquire its indirect 10% interest in The Hub Power Company, Ltd., was $50.2 million. From 1996 through 1998, Entergy Pakistan, Ltd. sold 52% of its interest in The Hub Power Company, Ltd. for approximately $56 million. At December 31, 2000, Entergy Pakistan, Ltd. held a 4.8% interest in The Hub Power Company, Ltd., representing an aggregate investment of approximately $14.7 million. In April 1995, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Power CBA Holding Ltd., purchased a 7.8% interest in Central Buenos Aires, S.A. Central Buenos Aires, S.A. owns a 220 MW combined cycle gas turbine at the Central Costanera S. A. power plant in Buenos Aires, Argentina. Entergy Power CBA Holding Ltd. is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Central Buenos Aires, S.A. was approximately $3.7 million. In November 1995, Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, EP Edegel, Inc., acquired a 34.7% interest in a consortium, Generandes, Co., which purchased 60% of Edegel, S.A., a company that owns 5 hydroelectric generating stations (totaling 547 MW) and one 260 MW thermal generating station in Peru. EP Edegel, Inc. is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Edegel, S.A. was approximately $100 million. In July 1999, Entergy Corporation, through its wholly owned EWG subsidiaries, Entergy Nuclear Holding Company # 1 and Entergy Nuclear Generation Company ("ENGC"), acquired from Boston Edison Company the Pilgrim Nuclear Power Station, a 670 MW nuclear-powered electric generating station located in Plymouth, Massachusetts. At December 31, 2000, Entergy's aggregate investment in ENGC was approximately $89.2 million. In November 2000, Entergy Corporation, through its wholly owned EWG subsidiaries, Entergy Nuclear Holding Company #1, Entergy Nuclear New York Investment Company I, Entergy Nuclear New York Investment Company II, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear FitzPatrick, LLC, acquired from the New York Power Authority the 980 MW Indian Point 3 and the 825 MW James A. FitzPatrick nuclear power plants. The Indian Point 3 plant is located in Westchester County, New York, and the James A FitzPatrick plant is located in Oswego County, New York. At December 31, 2000, Entergy's aggregate investment in Entergy Nuclear Holding Company #1, Entergy Nuclear Indian Point 3, LLC and Entergy Nuclear FitzPatrick, LLC was approximately $0.1 million, $31.6 million, and $23.4 million, respectively. Entergy Corporation owns, indirectly through its wholly owned subsidiaries, Entergy Power Operations Corporation and Entergy Power Development Corporation, 100% of the outstanding capital stock of Entergy Power Operations Pakistan LDC ("EPOP"), a FUCO under the Energy Act formed to provide operations and management services to the Liberty Power Project in Pakistan. At December 31, 2000, Entergy's aggregate investment in EPOP totaled approximately $500,000. Entergy Corporation owns, indirectly through its wholly owned subsidiaries, Entergy Power Operations Corporation and Entergy Power Development Corporation, 100% of the outstanding capital stock of Entergy Power Operations UK Limited and Entergy Power Operations Damhead Creek Limited Partnership, each of which is a FUCO formed under the Energy Act to provide operations and maintenance services to the Saltend and Damhead Creek power projects, respectively, in the United Kingdom. In June 1997, Entergy Corporation, indirectly through its wholly owned subsidiaries Entergy Power Development Corporation, and Entergy Power Chile, S.A., acquired an indirect 25% interest in Compania Electrica San Isidro S.A. Compania Electrica San Isidro S.A. owns and operates a 375 MW power plant in central Chile. Compania Electrica San Isidro S.A. is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Compania Electrica San Isidro S.A. totaled approximately $15.6 million. As of December 31, 2000, Entergy Corporation, through a wholly owned subsidiary, Entergy Power Development Corporation, owned 100% of the capital stock of Damhead Creek Limited (formerly Kingsnorth Power Ltd.). Damhead Creek Limited owns a 792 MW power plant in the United Kingdom and is a FUCO under the Energy Act. Entergy's equity contribution obligations (BPS36.1 million) under the project financing are supported by a letter of credit issued through a credit facility of Entergy Power Development Corporation. As noted below, Entergy Corporation issued a guarantee of Entergy Power Development Corporation's credit facility. This guarantee was originally in the amount of $170 million and as of December 31, 2000 had been reduced to $70 million. At December 31, 2000, Entergy's aggregate investment in Damhead Creek Limited totaled approximately $53 million. Entergy Corporation, through a wholly owned subsidiary of Entergy Power Development Corporation, Entergy Power Saltend, Ltd., owns 100% of the capital stock of Saltend Cogeneration Company Limited. Saltend Cogeneration Company Limited owns a 1,200-megawatt power plant in the United Kingdom. Saltend Cogeneration Company Limited is a FUCO under the Energy Act. At December 31, 2000, Entergy's aggregate investment in Saltend Cogeneration Company Limited totaled approximately $47 million. Entergy Corporation owns 100% of the outstanding capital stock of Entergy Power Generation Corporation ("EPGC"), which is an EWG formed under the Entergy Act to develop and hold Entergy's interests in certain domestic EWG projects including a proposed 300 MW gas- fired power project in Mississippi, being developed by its wholly owned subsidiary Warren Power LLC. At December 31, 2000, Entergy's aggregate investment in EPGC was approximately $16,002,000. At December 31, 2000, Entergy had provided a guarantee to its wholly owned FUCO subsidiary, Entergy Power Development Corporation, in respect of a credit facility entered into by Entergy Power Development Corporation in connection with the Damhead Creek power project. This guarantee was originally in the amount of $170 million and as of December 31, 2000 had been reduced to $70 million. At December 31, 2000, Entergy Corporation had entered into a guarantee agreement with Entergy Trading and Marketing Ltd. (a wholly owned subsidiary of Entergy Power Development Corporation) obligating Entergy to issue guarantees for the benefit of Entergy Trading and Marketing Ltd. up to an aggregate maximum amount of $75 million. The amount of such guarantee is included in Entergy's aggregate investment in Entergy Power Development Corporation. At December 31, 2000, Entergy Power Marketing Corporation had entered into a guarantee agreement with NYPA for FitzPatrick and Indian Point 3 guaranteeing certain contractual obligations up to an aggregate amount of $20 million. Reference is hereby made to the application for EWG determination or Notification of Foreign Utility Company Status on Form U-57 filed in respect to each EWG or FUCO identified in this Form U5S in which Entergy owned an interest at December 31, 2000 for the business address of such EWG or FUCO. See "Item 1 - System Companies and Investments Therein as of December 31, 2000" for information concerning the system companies owning interests in such EWGs and FUCOs and the nature of the interest held. Part I(b); Part I(c); and Part I(d) are being filed pursuant to Rule 104. ITEM 9. Part II See Exhibits H and I. ITEM 9. Part III is being filed pursuant to Rule 104. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Financial statements and financial statement schedules filed as part of the annual report, pursuant to requirements of the Public Utility Holding Company Act of 1935. FINANCIAL STATEMENTS PAGE NO. *Independent Accountants' Consent S-1 Entergy Corporation and Subsidiaries: *Consolidating Statement of Income (Loss) for the S-2 Year Ended December 31, 2000 *Consolidating Statement of Cash Flows for the Year S-8 Ended December 31, 2000 *Consolidating Balance Sheet as of December 31, 2000 S-14 *Consolidating Statement of Retained Earnings for the S-26 Year Ended December 31, 2000 Entergy Gulf States Corporation and Subsidiaries: *Consolidating Statement of Income for the Year S-32 Ended December 31, 2000 *Consolidating Statement of Cash Flows for the Year S-33 Ended December 31, 2000 *Consolidating Balance Sheet as of December 31, 2000 S-34 *Consolidating Statement of Retained Earnings for the S-36 Year Ended December 31, 2000 Statutory Subsidiary, accounted for as an equity investment, the Accounts of which are not included in the foregoing Consolidating Statements of Entergy Corporation and Subsidiaries: The Arklahoma Corporation: *Statement of Operations and Retained Earnings, Years Ended November 30, 2000 and 1999 S-38 *Statements of Cash Flows, Years Ended November 30, 2000 and 1999 S-39 *Balance Sheets, November 30, 2000 and 1999 S-40 *Notes to Financial Statements, November 30, 2000 and 1999 S-41 * Letter, dated April 26, 2001, regarding payment of nuclear liability insurance premiums by Entergy System companies. The following financial information indicated by an asterisk is filed herewith. The balance of the financial information has heretofore been filed with the Securities and Exchange Commission in the file numbers indicated and is incorporated herein by reference. ENTERGY CORPORATION Independent Accountants' Report and Notes to Consolidated Financial Statements of Entergy Corporation (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Consolidated Financial Statements," contained in Entergy Corporation's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-11299). Financial Statement Schedules of Entergy Corporation (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-11299 and included in such Form 10-K). ENTERGY ARKANSAS Independent Accountants' Report and Notes to Financial Statements of Entergy Arkansas (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Arkansas' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-10764). Financial Statement Schedules of Entergy Arkansas (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-10764 and included in such Form 10-K). ENTERGY GULF STATES Independent Accountants' Report and Notes to Financial Statements of Entergy Gulf States (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Gulf States' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-2703). Financial Statement Schedules of Entergy Gulf States (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-2703 and included in such Form 10-K). ENTERGY LOUISIANA Independent Accountants' Report and Notes to Financial Statements of Entergy Louisiana (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements" contained in Entergy Louisiana's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-8474). Financial Statement Schedules of Entergy Louisiana (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-8474 and included in such Form 10-K). ENTERGY MISSISSIPPI Independent Accountants' Report and Notes to Financial Statements of Entergy Mississippi (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in Entergy Mississippi's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 0-320). Financial Statement Schedules of Entergy Mississippi (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 0-320 and included in such Form 10-K). ENTERGY NEW ORLEANS Independent Accountants' Report and Notes to Financial Statements of Entergy New Orleans (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in Entergy New Orleans' 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 0-5807). Financial Statement Schedules of Entergy New Orleans (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 0-5807 and included in such Form 10-K). SYSTEM ENERGY Independent Accountants' Report and Notes to Financial Statements of System Energy (Reference is made to information under the headings "Report of Independent Accountants" and "Notes to Financial Statements," contained in System Energy's 2000 Financial Statements included in the Form 10-K for the year ended December 31, 2000, in File No. 1-9067). Financial Statement Schedules of System Energy (Referred to in Item 14(a)2 to Form 10-K for the year ended December 31, 2000, in File No. 1-9067 and included in such Form 10-K). ENTERGY CORPORATION SYSTEM COMPANIES A-1 Entergy Corporation's Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 1-11299). A-2 Entergy Arkansas' Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 1- 10764). A-3 Entergy Gulf States' Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 1-2703). A-4 Entergy Louisiana's Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 1- 8474). A-5 Entergy Mississippi's Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 0-320). A-6 Entergy New Orleans' Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 0-5807). A-7 System Energy's Annual Report on Form 10-K for the year ended December 31, 2000 (Incorporated herein by reference from File No. 1- 9067). ENTERGY CORPORATION B-1(a) Certificate of Incorporation of Entergy Corporation as executed December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059). B-1(b) By-Laws of Entergy Corporation as amended January 29, 1999, and as presently in effect (4.2 to Form S-8 in 333-75097). ENTERGY ARKANSAS B-2(a) Amended and Restated Articles of Incorporation of Entergy Arkansas effective November 12, 1999 (3(i)(c)1 to Form 10-K for the year ended December 31, 1999 in 1-10764). B-2(b) By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764). ENTERGY ENTERPRISES, INC. B-3(a) Restated Articles of Incorporation of Entergy Enterprises, Inc., as in effect December 28, 1992 (B-3(a) to Form U5S for the year ended December 31, 1997). B-3(b) By-Laws of Entergy Enterprises, Inc., as amended as of July 17, 1990 and currently in effect (A-6(a) to Form U-1 in 70- 7947). ENTERGY LOUISIANA B-4(a) Amended and Restated Articles of Incorporation of Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333- 93683). B-4(b) By-Laws of Entergy Louisiana effective November 26, 1999, and as presently in effect (3(b) to Form S-3 in 333-93683). ENTERGY MISSISSIPPI B-5(a) Amended and Restated Articles of Incorporation of Entergy Mississippi effective November 12, 1999 (3(i)(f)1 to Form 10-K for the year ended December 31, 1999 in 0-320). B-5(b) By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320). ENTERGY NEW ORLEANS B-6(a) Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599). B-6(b) By-Laws of Entergy New Orleans effective November 30, 1999, and as presently in effect (3(b) to Form S-3 in 333-95599). SYSTEM ENERGY B-7(a) Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70- 5399). B-7(b) By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067). ENTERGY SERVICES B-8(a) Certificate of Amendment of Certificate of Incorporation of Entergy Services, as executed May 5, 1998 (B-8(a) to Form U5S for the year ended December 31, 1998). B-8(b) By-Laws of Entergy Services, as of July 6, 1999, and as presently in effect (B-8(b) to Form U5S for the year ended December 31, 1999). SYSTEM FUELS, INC. B-9(a) Articles of Incorporation of System Fuels, Inc., as executed January 3, 1972 (A-1 to Form U-1 in 70-5015). B-9(b) By-Laws of System Fuels, Inc., as of July 12, 1999, and as presently in effect (B-9(b) to Form U5S for the year ended December 31, 1999). ENTERGY OPERATIONS, INC. B-10(a) Restated Certificate of Incorporation of Entergy Operations, Inc., effective June 8, 1990 (A-1(b) to Rule 24 Certificate in 70-7679). B-10(b) By-Laws of Entergy Operations, Inc., as of August 23, 1999, and as presently in effect (B-10(b) to Form U5S for the year ended December 31, 1999). ENTERGY POWER, INC. B-11(a) Restated Certificate of Incorporation of Entergy Power, Inc., effective August 20, 1990 (B-11(a) to Form U5S for the year ended December 31, 1999). B-11(b) By-Laws of Entergy Power, Inc., as amended as of October 26, 1995 and currently in effect (B-11(b) to Form U5S for the year ended December 31, 1999). ENTERGY POWER DEVELOPMENT CORPORATION B-12(a) Certificate of Incorporation of Entergy Power Development Corporation, as executed December 9, 1992 (B-14(a) to Form U5S for the year ended December 31, 1992). B-12(b) By-Laws of Entergy Power Development Corporation, as amended as of October 26, 1995 and currently in effect (B-12(b) to Form U5S for the year ended December 31, 1999). ENTERGY GULF STATES B-13(a) Restated Articles of Incorporation of Entergy Gulf States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year ended December 31, 1999 in 1-27031). B-13(b) By-Laws of Entergy Gulf States effective November 26, 1999, and as presently in effect (3(ii)(d) to Form 10-K for the year ended December 31, 1999 in 1-27031). VARIBUS CORPORATION *B-14(a) Articles of Conversion of Varibus L.L.C., as executed November 6, 2000. *B-14(b) Certificate of Organization of Varibus Corporation, as executed November 6, 2000. PRUDENTIAL OIL AND GAS L.L.C. *B-15(a) Articles of Conversion of Prudential Oil & Gas L.L.C., as executed November 6, 2000. *B-15(b) Certificate of Organization of Prudential, Oil & Gas L.L.C., as executed November 6, 2000 GSG&T, INC. B-16(a) Charter (Articles of Association) and Amendments thereto of GSG&T, Inc., as executed May 15, 1987 (B-19(a) to Form U5B). B-16(b) By-Laws of GSG&T, Inc., as of August 10, 1998 and currently in effect (B-16(b) to Form U5S for the year ended December 31, 1998). SOUTHERN GULF RAILWAY COMPANY B-17(a) Charter (Articles of Association) and Amendments thereto of Southern Gulf Railway Company, as executed May 6, 1993 (B-20(a) to Form U5B). B-17(b) By-Laws of Southern Gulf Railway Company, as of August 10, 1998 and currently in effect (B-17(b) to Form U5S for the year ended December 31, 1998). ENTERGY POWER MARKETING CORPORATION B-18(a) Certificate of Incorporation of Entergy Power Marketing Corporation, as executed May 17, 1995 (B-19(a) to Form U5S for the year ended December 31, 1996). B-18(b) By-Laws of Entergy Power Marketing Corporation, as of August 1, 1995 and currently in effect (B-19(b) to Form U5S for the year ended December 31, 1996). ENTERGY TECHNOLOGY HOLDING COMPANY B-19(a) Certificate of Incorporation of Entergy Technology Holding Company, as executed February 12, 1996 (B-22(a) to Form U5S for the year ended December 31, 1996). B-19(b) By-Laws of Entergy Technology Holding Company, as of February 12, 1996 and currently in effect (B-22(a) to Form U5S for the year ended December 31, 1996). ENTERGY POWER GENERATION CORPORATION *B-20(a) Certificate of Amendment of Certificate of Incorporation of Entergy Power Generation Corporation, as executed October 26, 2000. B-20(b) By-Laws of Entergy Power Generation Corporation, as of December 26, 1996 and currently in effect (B-21(b) to Form U5S for the year ended December 31, 1997). ENTERGY POWER INTERNATIONAL HOLDINGS CORPORATION B-21(a) Certificate of Incorporation of Entergy Power International Holdings Corporation, as executed August 5, 1996 (B-22(a) to Form U5S for the year ended December 31, 1997). B-21(b) By-Laws of Entergy Power International Holdings Corporation, as of January 16, 1996 and currently in effect (B-22(b) to Form U5S for the year ended December 31, 1997). ENTERGY HOLDINGS, INC. B-22(a) Certificate of Amendment of Certificate of Incorporation of Entergy Holdings, Inc., as executed January 25, 1999 (B-24(a) to Form U5S for the year ended December 31, 1999). B-22(b) By-Laws of Entergy Holdings, Inc., as amended November 30, 1998 and currently in effect (B-24(b) to Form U5S for the year ended December 31, 1998). ENTERGY NUCLEAR, INC. B-23(a) Certificate of Incorporation of Entergy Nuclear, Inc., as executed April 10, 1996 (B-25(a) to Form U5S for the year ended December 31, 1998). B-23(b) By-Laws of Entergy Nuclear, Inc., as amended September 10, 1998 and currently in effect (B-25(b) to Form U5S for the year ended December 31, 1998). ENTERGY OPERATIONS SERVICES, INC. B-24(a) Certificate of Amendment of Certificate of Incorporation of Entergy Operations Services, Inc., as executed July 9, 1996 (B-26(a) to Form U5S for the year ended December 31, 1998). B-24(b) By-Laws of Entergy Operations Services, Inc., as amended October 9, 1998 and currently in effect (B-26(b) to Form U5S for the year ended December 31, 1998). ENTERGY NUCLEAR HOLDING COMPANY # 1 *B-25(a) Certificate of Amendment of Certificate of Incorporation of Entergy Nuclear Holding Company # 1, as executed November 15, 2000. B-25(b) By-Laws of Entergy Nuclear Holding Company # 1, as amended July 6, 1999 and currently in effect (27(b) to Form U5S for the year ended December 31, 1999). ENTERGY NUCLEAR HOLDING COMPANY # 2 *B-26(a) Certificate of Incorporation of Entergy Nuclear Holding Company # 2, as executed May 9, 2000. *B-26(b) By-Laws of Entergy Nuclear Holding Company # 2, as of May 9, 2000 and currently in effect. ENTERGY NUCLEAR HOLDING COMPANY # 3 *B-27(a) Certificate of Incorporation of Entergy Nuclear Holding Company # 3, as executed October 24, 2000. *B-27(b) By-Laws of Entergy Nuclear Holding Company # 3, as of October 24, 2000 and currently in effect. ENTERGY NUCLEAR HOLDING COMPANY *B-28(a) Certificate of Incorporation of Entergy Nuclear Holding Company, as executed October 24, 2000. *B-28(b) By-Laws of Entergy Nuclear Holding Company, as of October 24, 2000 and currently in effect. ENTERGY RETAIL HOLDING COMPANY *B-29(a) Certificate of Incorporation of Entergy Retail Holding Company, as executed August 23, 2000. *B-29(b) By-Laws of Entergy Retail Holding Company, as of August 23, 2000 and currently in effect. ENTERGY VENTURES HOLDING COMPANY, INC. *B-30(a) Certificate of Incorporation of Entergy Ventures Holding Company, Inc., as executed November 3, 2000. *B-30(b) By-Laws of Entergy Ventures Holding Company, Inc., as of November 3, 2000 and currently in effect. ENTERGY RESOURCES, INC. *B-31(a) Certificate of Amendment of Certificate of Incorporation of Entergy Resources, Inc., as executed July 26, 2000. *B-31(b) By-Laws of Entergy Resources, Inc., as of July 26, 2000 and currently in effect. ENTERGY POWER GAS HOLDINGS CORPORATION *B-32(a) Certificate of Incorporation of Entergy Power Gas Holdings Corporation, as executed June 15, 2000. *B-32(b) By-Laws of Entergy Power Gas Holdings Corporation, as of June 15, 2000 and currently in effect. ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION *B-33(a) Certificate of Incorporation of Entergy Procurement Exchange Holding Corporation, as executed May 30, 2000. *B-33(b) By-Laws of Entergy Procurement Exchange Holding Corporation, as of May 30, 2000 and currently in effect. ENTERGY INTERNATIONAL HOLDING LTD., LLC *B-34(a) Amendment No. 1 to the Limited Liability Company Agreement of Entergy International Holdings Ltd., LLC, as executed March 12, 1998. ENTERGY GLOBAL POWER OPERATIONS CORPORATION *B-35(a) Certificate of Incorporation of Entergy Global Power Operations Corporation, as executed December 31, 1997. *B-35(b) By-Laws of Entergy Global Power Operations Corporation, as of December 31, 1997 and currently in effect. ENTERGY POWER HOLDINGS USA CORPORATION *B-36(a) Certificate of Incorporation of Entergy Power Holdings USA Corporation, as executed February 24, 1999. *B-36(b) By-Laws of Entergy Power Holdings USA Corporation, as of February 24, 1999 and currently in effect. ENTERGY POWER E&C CORPORATION *B-37(a) Certificate of Incorporation of Entergy Power E&C Corporation, as executed August 30, 2000. *B-37(b) By-Laws of Entergy Power E&C Corporation, as of August 30, 2000 and currently in effect. ENTERGY CORPORATION C-1(a) See C-2 (a) through C-7(f) below for instruments defining the rights of holders of long-term debt of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and System Energy. C-1(b) Second Amended and Restated Credit Agreement, dated as of May 18, 2000, among Entergy, the Banks (The Bank of New York, The Chase Manhattan Bank, Citibank, N.A., ABN AMRO Bank N.V., The Bank of Nova Scotia, Bank One, N.A., Bayerische Landesbank Girozentrale, The Royal Bank of Scotland PLC, Barclays Bank PLC, Credit Agricole Indosuez, The Industrial Bank of Japan, KBC Bank NV, Union Bank of California, N.A., Westdeutsche Landesbank Girozentrale, and Mellon Bank, N.A.) and Citibank, N.A., as Agent (4(b) to Form 10-Q for the quarter ended June 30, 2000 in 1-11299). ENTERGY ARKANSAS C-2(a) Mortgage and Deed of Trust, as amended by fifty-five Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: 7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2- 8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)- 7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70- 4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2- 36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty- sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70- 6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty- fifth); C-1 to Rule 24 Certificate, dated December 1, 1982, in 70-6774 (Thirty-sixth); C-1 to Rule 24 Certificate, dated February 17, 1983, in 70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate, dated December 5, 1984, in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate, dated July 6, 1989, in 70- 7346 (Forty-first); A-8(c) to Rule 24 Certificate, dated February 1, 1990, in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended September 30, 1990, in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate, dated November 30, 1990, in 70-7802 (Forty-fourth); and A- 2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-7802 (Forty- fifth); and 4(d)(2) in 33-54298 (Forty-sixth) 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty- eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1- 10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 (Fifty-second); C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the year ended December 31, 1996 (Fifty-fourth); and 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth)). C-2(b) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities between Entergy Arkansas and Bank of New York (as Trustee), dated as of August 1, 1996 (A-1(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). C-2(c) Amended and Restated Trust Agreement of Entergy Arkansas Capital I, dated as of August 14, 1996 (A-3(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). C-2(d) Guarantee Agreement between Entergy Arkansas (as Guarantor) and The Bank of New York (as Trustee), dated as of August 14, 1996, with respect to Entergy Arkansas Capital I's obligations on its 8 1/2% Cumulative Quarterly Income Preferred Securities, Series A (A-4(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723). ENTERGY LOUISIANA C-3(a) Mortgage and Deed of Trust, as amended by fifty-five Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: 7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)- 7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty- sixth); C-1 to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70- 6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70- 6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty- fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) to Rule 24 Certificate in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth)); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, in 1-8474 (Thirty- ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate, in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); and A-3(c) to Rule 24 Certificate in 70-7822 (Forty- fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70- 7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A- 2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty- third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); and A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth)). C-3(b) Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-1 in 33-30660). C-3(c) Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-2 in 33-30660). C-3(d) Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy La. (4(c)-3 in 33-30660). C-3(e) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of July 1, 1996 (A-14(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). C-3(f) Amended and Restated Trust Agreement of Entergy Louisiana Capital I dated July 16, 1996 of Series A Preferred Securities (A-16(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). C-3(g) Guarantee Agreement between Entergy Louisiana, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of July 16, 1996 with respect to Entergy Louisiana Capital I's obligation on its 9% Cumulative Quarterly Income Preferred Securities, Series A (A-19(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487). ENTERGY MISSISSIPPI C-4(a) Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by sixteen Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A- 4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate in 70-7914 (Sixth); A- 2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (ninth); A-2(l) to Rule 24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719(Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); and A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth)). ENTERGY NEW ORLEANS *C-5(a) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by eight Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70- 7350 (First); A-4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth); 4(a) to Form 8-K dated March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); and 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); and (Ninth)). SYSTEM ENERGY C-6(a) Mortgage and Deed of Trust, as amended by twenty-one Supplemental Indentures (Filed, respectively, as the exhibits and in the file numbers indicated: A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981, in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A- 3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70- 7382 (Thirteenth); and B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A- 2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); and A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first)). C-6(b) Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta, (Steven Kaba, Seccessor) as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate, dated January 9, 1989, in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215). C-6(c) Facility Lease No. 2, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta, as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate, dated January 9, 1989, in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B- 4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215). C-6(d) Indenture (for Unsecured Debt Securities), dated as of September 1, 1995, between System Energy Resources, Inc., and Chemical Bank (B- 10(a) to Rule 24 Certificate in 70-8511). ENTERGY GULF STATES C-7(a) Indenture of Mortgage, as amended by certain Supplemental Indentures (B-a-I-1 in 2-2449 (Mortgage); 7-A-9 in 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in 2-66612 (Thirty-eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-27031 (Forty- eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1- 27031 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1- 27031 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1- 27031 (Fifty-sixth); 4-2 to 2-76551 (Fifty-seventh); 4(b) to Form 10-Q for the quarter ended March 31, 1999 in 1-27031 (Fifty-eighth); and A- 2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty- ninth)). C-7(b) Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in 2-4076). C-7(c) Trust Indenture for 9.72% Debentures due July 1, 1998 (4 in 33-40113). C-7(d) Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of January 15, 1997 (A-11(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). C-7(e) Amended and Restated Trust Agreement of Entergy Gulf States Capital I dated January 28, 1997 of Series A Preferred Securities (A- 13(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). C-7(f) Guarantee Agreement between Entergy Gulf States, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of January 28, 1997 with respect to Entergy Gulf States Capital I's obligation on its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (A- 14(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721). ENTERGY CORPORATION SYSTEM COMPANIES D-1 Copy of the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987). D-2 Copy of First Amendment to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1990 (D-2 to Form U5S for the year ended December 31, 1989). D-3 Copy of Second Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1992 (D-3 to Form U5S for the year ended December 31, 1992). D-4 Copy of Third Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated January 1, 1994 (D-3(a) to Form U5S for the year ended December 31, 1993). D-5 Copy of Fourth Amendment to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996). *F Entergy Arkansas Preferred Stock Redeemed During 2000; Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy Gulf States Preferred Stock Redeemed During 2000; Entergy Gulf States Long-Term Debt Retired During 2000; Entergy Louisiana Preferred Stock Redeemed During 2000; Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy Mississippi Preferred Stock Redeemed During 2000; Entergy Mississippi Long-Term Debt, including First Mortgage Bonds, Retired During 2000; Entergy New Orleans Preferred Stock Redeemed During 2000; Entergy New Orleans General & Refunding Mortgage Bonds Retired During 2000; and System Energy Long-Term Debt, including First Mortgage Bonds Retired during 2000. H See "Item 1 System Companies and Investments Therein as of December 31, 2000" for a copy of the organization chart of Entergy Corporation and it's subsidiaries, showing the relationship of each EWG or foreign utility in which the system holds an interest to other system companies, dated December 31, 2000. *I-1 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Power Development Corporation for the year ended December 31, 2000 (Exhibit I-1 is being filed pursuant to Rule 104.). *I-2 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Global Power Operations Corporation for the year ended December 31, 2000 (Exhibit I-2 is being filed pursuant to Rule 104.). *I-3 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy International Ltd. LLC for the year ended December 31, 2000 (Exhibit I-3 is being filed pursuant to Rule 104.). *I-4 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy International Holdings Ltd. for the year ended December 31, 2000 (Exhibit I-4 is being filed pursuant to Rule 104.). *I-5 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Power Generation Corporation for the year ended December 31, 2000 (Exhibit I-5 is being filed pursuant to Rule 104.). *I-6 Report of Independent Accountants, Financial Statements and Notes to Financial Statements of Entergy Nuclear Holding Company #1 for the year ended December 31, 2000 (Exhibit I-6 is being filed pursuant to Rule 104.). _______________________ * Exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the Securities and Exchange Commission, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The Jackson Gas Light Company, Entergy Power & Light Company and The Light, Heat and Water Company of Jackson, Mississippi are inactive companies and copies of exhibits are not included for this reason. No exhibits pertaining to ARKCO are included. (See notes (4) and (5) to Item 1 of this Form.) EXHIBIT F ITEM 4. SUPPORTING SCHEDULES Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During 2000* Principal Series Amount Consideration Jefferson County Pollution Control & Industrial Development Bonds 8.25% 170,000 170,000 Pope County Pollution Control Bonds 8.25% 50,000 50,000 ------------ ------------ $ 220,000 $ 220,000 ============ ============ Entergy Gulf States Preferred Stock Redeemed During 2000* Shares Series Redeemed Consideration NM Preferred Series 7.56% 37,671 $ 3,767,055 M Preference $1.75 Div. Pref. 6,000,000 150,000,000 Adjustable Rate Series A 11,976 1,197,544 Adjustable Rate Series B 26,938 2,693,768 --------- ------------- 6,076,585 $ 157,658,367 ========= ============= Entergy Louisiana Long-Term Debt, including First Mortgage Bonds, Retired During 2000* Principal Series Amount Consideration 6.00% FMB Series Due 2000 $ 100,000,000 $ 100,000,000 ITEM 4. SUPPORTING SCHEDULES (Continued) EXHIBIT F Entergy Mississippi Preferred Stock Redeemed During 2000* Shares Series Redeemed Consideration Preferred Series 4.56% 1 $ 100 System Energy Long Term Debt, including First Mortgage Bonds Retired During 2000* Principal Series Amount Consideration 7.38% Debenture Series 1995 $ 30,000,000 $ 30,000,000 7.80% Debenture Series 1996 45,000,000 45,000,000 Grand Gulf sale/leaseback principal payments 2,947,272 2,947,272 ------------ -------------- $ 77,947,272 $ 77,947,272 ============ ============== * All retirements of securities were made in reliance on Rule 42 promulgated under the Holding Company Act. SIGNATURES Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ENTERGY ARKANSAS, INC. ENTERGY GULF STATES, INC. ENTERGY LOUISIANA, INC. ENTERGY MISSISSIPPI, INC. ENTERGY NEW ORLEANS, INC. ENTERGY SERVICES, INC. ENTERGY RETAIL HOLDING COMPANY SYSTEM ENERGY RESOURCES, INC. ENTERGY OPERATIONS, INC. SYSTEM FUELS, INC. ENTERGY HOLDINGS, INC. ENTERGY INTERNATIONAL HOLDINGS LTD LLC ENTERGY VENTURES HOLDING COMPANY ENTERGY NUCLEAR HOLDING COMPANY #1 By: /s/ Nathan E. Langston Nathan E. Langston Vice President, Chief Accounting Officer ENTERGY POWER, INC. ENTERGY ENTERPRISES, INC. ENTERGY POWER MARKETING CORP. ENTERGY POWER INTERNATIONAL HOLDINGS CORP. ENTERGY POWER DEVELOPMENT CORPORATION ENTERGY GLOBAL POWER OPERATIONS CORPORATION ENTERGY TECHNOLOGY HOLDING COMPANY ENTERGY NUCLEAR INCORPORATED ENTERGY OPERATIONS SERVICES INCORPORATED ENTERGY POWER GENERATION CORPORATION By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President ENTERGY POWER GAS HOLDINGS CORPORATION ENTERGY POWER HOLDINGS USA CORP. ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION By: /s/ Steven C. McNeal Steven C. McNeal Treasurer Dated: April 30, 2001 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Annual Report to the Securities and Exchange Commission on Form U5S of Entergy Corporation for the year ended December 31, 2000 filed pursuant to the Public Utility Holding Company Act of 1935, of our reports dated February 1, 2001 relating to the consolidated financial statements of Entergy Corporation and the financial statements of its subsidiaries (Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc. and System Energy Resources, Inc., collectively referred to as "the Companies"), which appear in each of the Companies' Annual Reports on Form 10-K for the year ended December 31, 2000. PricewaterhouseCoopers LLP New Orleans, Louisiana April 19, 2001
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands, Except Share Data) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Operating Revenues: Domestic electric $ 7,219,686 $ 2,679,765 $ 1,762,635 $ 2,470,884 $2,062,437 Natural gas 165,872 .... .... 40,356 .... Competitive businesses 2,630,590 (2,449,132) .... .... .... --------------------------------------------------------------------- Total 10,016,148 230,633 1,762,635 2,511,240 2,062,437 --------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 2,645,835 (314,340) 258,294 895,361 560,329 Purchased power 2,662,881 (554,020) 560,793 455,300 537,589 Nuclear refueling outage expenses 70,511 1 25,884 16,663 13,542 Other operation and maintenance 1,901,314 1,148,079 427,409 423,031 318,841 Decommissioning 39,484 .... 3,845 6,273 10,422 Taxes other than income taxes 370,344 48,414 39,662 120,428 77,190 Depreciation and amortization 746,125 11,036 169,806 189,149 171,204 Other regulatory charges (credits) 3,681 1 (33,078) (13,860) 960 Amortization of rate deferrals 30,392 .... .... 5,606 .... --------------------------------------------------------------------- Total 8,470,567 339,171 1,452,615 2,097,951 1,690,077 --------------------------------------------------------------------- Operating Income 1,545,581 (108,538) 310,020 413,289 372,360 --------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 32,022 .... 15,020 7,617 4,328 Gain / (loss) on sale of assets (20,466) 22,817 (8) 2,327 .... Equity in earnings of subsidiaries .... 698,243 .... .... .... Miscellaneous - net 190,129 (123,301) 4,339 12,736 6,604 --------------------------------------------------------------------- Total 201,685 597,759 19,351 22,680 10,932 --------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 477,071 (3,522) 88,140 143,053 98,655 Other interest - net 85,635 2,345 8,360 8,458 6,788 Distributions on preferred securities of subsidiary 18,838 .... 5,100 7,438 6,300 Allowance for borrowed funds used during construction (24,114) .... (9,788) (6,926) (3,775) --------------------------------------------------------------------- Total 557,430 (1,177) 91,812 152,023 107,968 --------------------------------------------------------------------- Income (Loss) Before Income Taxes 1,189,836 490,398 237,559 283,946 275,324 Income Taxes 478,921 (77,100) 100,512 103,603 112,645 --------------------------------------------------------------------- Net Income (Loss) 710,915 567,498 137,047 180,343 162,679 Preferred and Preference Dividend Requirements and Other 31,621 2 7,776 9,998 9,514 --------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 679,294 $ 567,496 $ 129,271 $ 170,345 $ 153,165 ===================================================================== Earnings per average common share Basic $3.00 Diluted $2.97 Dividends declared per common share $1.22 Average number of common shares outstanding Basic 226,580,449 Diluted 228,541,307
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Operating Revenues: Domestic electric $ 937,371 $ 514,774 $ 656,749 $ .... $ 701,984 Natural gas .... 125,516 .... .... .... Competitive businesses .... .... .... .... .... --------------------------------------------------------------------- Total 937,371 640,290 656,749 .... 701,984 --------------------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 221,075 253,869 42,369 .... .... Purchased power 366,491 173,371 .... .... .... Nuclear refueling outage expenses .... .... 14,423 .... .... Other operation and maintenance 168,432 87,254 88,257 25,146 654,944 Decommissioning .... .... 18,944 .... .... Taxes other than income taxes 45,436 45,132 30,517 661 45,127 Depreciation and amortization 49,046 23,550 127,904 .... 1,107 Other regulatory charges (credits) (6,872) (7,058) 63,590 .... .... Amortization of rate deferrals .... 24,786 .... .... .... --------------------------------------------------------------------- Total 843,608 600,904 386,004 25,807 701,178 --------------------------------------------------------------------- Operating Income 93,763 39,386 270,745 (25,807) 806 --------------------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction 2,385 1,190 1,482 .... .... Gain / (loss) on sale of assets 19 .... .... .... .... Equity in earnings of subsidiaries .... .... .... 698,243 .... Miscellaneous - net 8,680 2,530 20,446 12,273 (395) --------------------------------------------------------------------- Total 11,084 3,720 21,928 710,516 (395) --------------------------------------------------------------------- Interest and Other Charges: Interest on long-term debt 41,583 14,429 87,689 .... .... Other interest - net 3,294 1,462 30,830 20,627 429 Distributions on preferred securities of subsidiary .... .... .... .... .... Allowance for borrowed funds used during construction (1,871) (900) (854) .... .... --------------------------------------------------------------------- Total 43,006 14,991 117,665 20,627 429 --------------------------------------------------------------------- Income (Loss) Before Income Taxes 61,841 28,115 175,008 664,082 (18) Income Taxes 22,868 11,597 81,263 (15,212) (18) --------------------------------------------------------------------- Net Income (Loss) 38,973 16,518 93,745 679,294 .... Preferred and Preference Dividend Requirements and Other 3,370 965 .... .... .... --------------------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 35,603 $ 15,553 $ 93,745 $ 679,294 $ .... =====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands, Except Share Data) ENTERGY ENTERGY SYSTEM ENTERGY POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Domestic electric $ .... $ 577,833 $ 214,784 $ .... Natural gas .... .... .... .... Competitive businesses 128,736 .... .... 52,722 ------------------------------------------------------- Total 128,736 577,833 214,784 52,722 ------------------------------------------------------- Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 94,343 .... 5,855 .... Purchased power 15,317 .... .... .... Nuclear refueling outage expenses .... .... .... .... Other operation and maintenance 9,174 533,172 204,824 108,909 Decommissioning .... .... .... .... Taxes other than income taxes 542 13,157 763 143 Depreciation and amortization 3,626 19,572 46 2,151 Other regulatory charges (credits) .... .... .... .... Amortization of rate deferrals .... .... .... .... ------------------------------------------------------- Total 123,002 565,901 211,488 111,203 ------------------------------------------------------- Operating Income 5,734 11,932 3,296 (58,481) ------------------------------------------------------- Other Income (Deductions): Allowance for equity funds used during construction .... .... .... .... Gain / (loss) on sale of assets 13 .... .... .... Equity in earnings of subsidiaries .... .... .... .... Miscellaneous - net 6,236 (7,761) .... 1,140 ------------------------------------------------------- Total 6,249 (7,761) .... 1,140 ------------------------------------------------------- Interest and Other Charges: Interest on long-term debt .... .... .... .... Other interest - net .... 4,384 3,329 19 Distributions on preferred securities of subsidiary .... .... .... .... Allowance for borrowed funds used during construction .... .... .... .... ------------------------------------------------------- Total .... 4,384 3,329 19 ------------------------------------------------------- Income (Loss) Before Income Taxes 11,983 (213) (33) (57,360) Income Taxes 4,732 (213) (33) (19,923) ------------------------------------------------------- Net Income (Loss) 7,251 .... .... (37,437) Preferred and Preference Dividend Requirements and Other .... .... .... .... ------------------------------------------------------- Earnings (Loss) Applicable to Common Stock $ 7,251 $ .... $ .... $ (37,437) =======================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY OPERATING ACTIVITIES: CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Net Income (Loss) $ 710,915 $ 567,498 $ 137,047 $ 180,343 $ 162,679 Noncash items included in net income Amortization of rate deferrals 30,392 .... .... 5,606 .... Reserve for regulatory adjustments 18,482 (1,999) .... (49,571) 11,456 Other regulatory charges - net 3,681 1 (33,078) (13,860) 960 Depreciation, amortization and decommissioning 785,609 11,998 173,651 195,422 181,626 Deferred income taxes and investment tax credits 124,457 (56,626) 39,776 54,279 16,350 Allowance for equity funds used during construction (32,022) .... (15,020) (7,617) (4,328) Gain on sale of assets 20,466 (22,804) 8 (2,327) .... Gain on sale of non-regulated businesses & property .... .... .... .... .... Equity in earnings of subsidiaries .... (698,243) .... .... .... Changes in working capital: Receivables (437,146) 45,261 (47,647) (131,643) (97,154) Fuel inventory (20,447) (6,846) (6,512) 1,013 .... Accounts payable 543,606 (167,096) 141,172 130,435 (11,848) Taxes accrued 20,871 17,912 1,731 30,570 (2,555) Interest accrued 45,789 (2,041) 5,246 14,969 15,300 Deferred fuel costs (38,001) 1 35,993 (26,291) (81,890) Other working capital accounts 102,336 97,763 17,162 20,896 38,064 Provision for estimated losses and reserves 6,019 12,707 (895) (1,991) 6,114 Common stock dividends received .... 314,300 .... .... .... Changes in other regulatory assets (66,903) (3,900) (85,452) (47,777) 25,400 Other 149,743 (38,843) 58,378 51,424 10,249 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 1,967,847 69,043 421,560 403,880 270,423 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (1,493,717) 409,010 (369,370) (277,635) (203,049) Allowance for equity funds used during construction 32,022 .... 15,020 7,617 4,328 Nuclear fuel purchases (121,127) 3,393 (44,722) (34,735) (38,270) Proceeds from sale/leaseback of nuclear fuel 117,154 (1) 44,722 34,154 38,270 Investment in subsidiaries .... 194,665 .... .... .... Proceeds from sale of businesses 61,519 (61,519) .... .... .... Investment in nonregulated/nonutility properties (238,062) 238,062 .... .... .... Proceeds from other temporary investments 321,351 (321,351) .... .... .... Loans to affiliates .... .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... .... Decommissioning trust contributions and realized change in trust assets (63,805) .... (15,761) (12,051) (12,299) Other regulatory investments (385,331) .... (97,343) (127,377) .... Other (44,016) 37,440 .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (1,814,012) 499,699 (467,454) (410,027) (211,020) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 904,522 (209,109) 99,381 298,819 148,736 Common stock 41,908 .... .... .... .... Retirement of: Long-term debt (181,329) 2,977 (220) (185) (100,000) Repurchase of common stock (550,206) .... .... .... .... Redemption of preferred stock (157,658) .... .... (157,658) .... Changes in short-term borrowings 267,000 .... .... .... .... Dividends paid: Common stock (271,019) (314,300) (44,600) (88,000) (62,400) Preferred stock (32,400) (2) (7,691) (10,862) (9,514) Change in advances from parent company .... .... .... .... .... Capital contributions returned to parent .... 15,332 .... .... .... Advances to subsidiaries .... (32,833) .... .... .... Other .... .... .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities 20,818 (537,935) 46,870 42,114 (23,178) ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents (5,948) 5,948 .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 168,705 36,755 976 35,967 36,225 Cash and cash equivalents at beginning of year 1,213,719 (997,604) 6,862 32,312 7,734 ---------------------------------------------------------------- Cash and cash equivalents at end of year $1,382,424 $ (960,849) $ 7,838 $ 68,279 $ 43,959 ================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Net Income (Loss) $ 38,973 $ 16,518 $ 93,745 $ 679,294 $ .... Noncash items included in net income Amortization of rate deferrals .... 24,786 .... .... .... Reserve for regulatory adjustments .... .... 54,598 .... .... Other regulatory charges - net (6,872) (7,058) 63,590 .... .... Depreciation, amortization and decommissioning 49,046 23,550 146,848 962 1,107 Deferred income taxes and investment tax credits 51,081 (639) (71,212) (9,014) (331) Allowance for equity funds used during construction (2,385) (1,190) (1,482) .... .... Gain on sale of assets (19) .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... .... .... Equity in earnings of subsidiaries .... .... .... (698,243) .... Changes in working capital: Receivables (30,628) (45,580) 87,212 2,013 17,815 Fuel inventory 338 (911) .... .... .... Accounts payable 3,064 29,592 (7,401) (13,822) (18,300) Taxes accrued (4,106) 5,394 13,147 .... (271) Interest accrued 3,062 1,163 4,008 .... .... Deferred fuel costs 47,939 (13,751) .... .... .... Other working capital accounts 6,160 (223) 20,754 98,489 (613) Provision for estimated losses and reserves (568) (365) (1,328) .... (110) Common stock dividends received .... .... .... 314,300 .... Changes in other regulatory assets (9,929) (11,637) 58,592 .... .... Other 37,105 10,812 (65,491) (11,694) 2,424 ---------------------------------------------------------------- Net cash flow provided by (used in) operating activities 182,261 30,461 395,580 362,285 1,721 ---------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (121,252) (48,902) (36,555) (360) (109) Allowance for equity funds used during construction 2,385 1,190 1,482 .... .... Nuclear fuel purchases .... .... (7) .... .... Proceeds from sale/leaseback of nuclear fuel .... .... 7 .... .... Investment in subsidiaries .... .... .... 194,665 .... Proceeds from sale of businesses .... .... .... .... .... Investment in nonregulated/nonutility properties .... .... .... .... .... Proceeds from other temporary investments .... .... .... .... .... Loans to affiliates .... .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... .... Decommissioning trust contributions and realized change in trust assets .... .... (23,694) .... .... Other regulatory investments (160,611) .... .... .... .... Other .... .... .... (1,000) .... ---------------------------------------------------------------- Net cash flow provided by (used in) investing activities (279,478) (47,712) (58,767) 193,305 (109) ---------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt 118,913 29,564 .... .... .... Common stock .... .... .... 41,908 .... Retirement of: Long-term debt .... .... (77,947) .... .... Repurchase of common stock .... .... .... (550,206) .... Redemption of preferred stock .... .... .... .... .... Changes in short-term borrowings .... .... .... 267,000 .... Dividends paid: Common stock (18,000) (9,500) (91,800) (271,019) .... Preferred stock (3,370) (965) .... .... .... Change in advances from parent company .... .... .... .... .... Capital contributions returned to parent .... .... .... .... .... Advances to subsidiaries .... .... .... (32,833) .... Other .... .... .... .... .... ---------------------------------------------------------------- Net cash flow provided by (used in) financing activities 97,543 19,099 (169,747) (545,150) .... ---------------------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... .... ---------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 326 1,848 167,066 10,440 1,612 Cash and cash equivalents at beginning of year 4,787 4,454 35,152 16,493 117 ---------------------------------------------------------------- Cash and cash equivalents at end of year $ 5,113 $ 6,302 $ 202,218 $ 26,933 $ 1,729 ================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Net Income (Loss) $ 7,251 $ .... $ .... $ (37,437) Noncash items included in net income Amortization of rate deferrals .... .... .... .... Reserve for regulatory adjustments .... .... .... .... Other regulatory charges - net .... .... .... .... Depreciation, amortization and decommissioning 3,626 19,572 46 2,151 Deferred income taxes and investment tax credits (1,932) (8,314) 291 (2,504) Allowance for equity funds used during construction .... .... .... .... Gain on sale of assets .... .... .... .... Gain on sale of non-regulated businesses & property .... .... .... .... Equity in earnings of subsidiaries .... .... .... .... Changes in working capital: Receivables (16,870) (64,965) (56,911) (7,527) Fuel inventory 254 .... (21,475) .... Accounts payable 14,850 36,518 76,125 (3,875) Taxes accrued 749 (6,132) 1,451 (1,195) Interest accrued .... .... .... .... Deferred fuel costs .... .... .... .... Other working capital accounts 62 (1,835) 635 548 Provision for estimated losses and reserves .... 8,000 .... 9,869 Common stock dividends received .... .... .... .... Changes in other regulatory assets .... .... .... .... Other (33) 13,833 (148) 4,041 ---------------------------------------------------- Net cash flow provided by (used in) operating activities 7,957 (3,323) 14 (35,929) ---------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (2,236) (23,167) (14) (2,058) Allowance for equity funds used during construction .... .... .... .... Nuclear fuel purchases .... .... .... .... Proceeds from sale/leaseback of nuclear fuel .... .... .... .... Investment in subsidiaries .... .... .... .... Proceeds from sale of businesses .... .... .... .... Investment in nonregulated/nonutility properties .... .... .... .... Proceeds from other temporary investments .... .... .... .... Loans to affiliates .... .... .... .... Proceeds from sale of non-utility property .... .... .... .... Decommissioning trust contributions and realized change in trust assets .... .... .... .... Other regulatory investments .... .... .... .... Other 229 .... .... (5,805) ---------------------------------------------------- Net cash flow provided by (used in) investing activities (2,007) (23,167) (14) (7,863) ---------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of: Long-term debt .... .... .... .... Common stock .... .... .... .... Retirement of: Long-term debt .... .... .... .... Repurchase of common stock .... .... .... .... Redemption of preferred stock .... .... .... .... Changes in short-term borrowings .... .... .... .... Dividends paid: .... .... .... .... Common stock .... .... .... .... Preferred stock .... .... .... .... Change in advances from parent company .... .... .... .... Capital contributions returned to parent (32,668) .... .... 48,000 Advances to subsidiaries .... .... .... .... Other .... .... .... .... ---------------------------------------------------- Net cash flow provided by (used in) financing activities (32,668) .... .... 48,000 ---------------------------------------------------- Effect of exchange rates on cash and cash equivalents .... .... .... .... ---------------------------------------------------- Net increase (decrease) in cash and cash equivalents (26,718) (26,490) .... 4,208 Cash and cash equivalents at beginning of year 42,830 45,835 20 19,519 ---------------------------------------------------- Cash and cash equivalents at end of year $ 16,112 $ 19,345 $ 20 $ 23,727 ====================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Current Assets: Cash and cash equivalents: Cash $ 157,550 $ (109,279) $ 7,838 $ 10,726 $ 14,138 Temporary cash investments - at cost which approximates market 640,038 (266,734) .... 57,553 29,821 Special deposits 584,836 (584,836) .... .... .... -------------------------------------------------------------------- Total cash and cash equivalents 1,382,424 (960,849) 7,838 68,279 43,959 -------------------------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... .... Notes receivable 3,608 28 .... .... 1,510 Accounts receivable: Customer 497,821 (50,786) 98,550 125,412 111,292 Allowance for doubtful accounts (9,947) 500 (1,667) (2,131) (1,771) Associated companies .... 683,813 22,286 27,660 30,518 Other 395,518 (289,805) 26,221 22,837 13,698 Accrued unbilled revenues 415,409 .... 65,887 136,384 152,700 -------------------------------------------------------------------- Total receivables 1,298,801 343,722 211,277 310,162 306,437 -------------------------------------------------------------------- Deferred fuel costs 568,331 .... 102,970 288,126 84,051 Accumulated deferred income taxes .... 1,572 .... .... .... Fuel inventory - at average cost 93,679 34,951 9,809 37,258 .... Materials and supplies - at average cost 425,357 (85,254) 80,682 100,018 77,389 Rate deferrals 16,581 (1) .... 5,606 .... Deferred nuclear refueling outage costs 46,544 (1) 23,541 .... 16,425 Prepayments and other 122,690 (70,387) 5,540 22,332 9,996 -------------------------------------------------------------------- Total 3,958,015 (736,219) 441,657 831,781 539,767 -------------------------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity 214 7,344,612 11,217 .... 14,230 Decommissioning trust funds 1,315,857 (448,615) 355,852 243,555 110,263 Non-utility property - at cost (less accumulated depreciation) 334,270 (108,423) 1,469 194,422 21,700 Non-regulated investments 331,604 (323,358) .... .... .... Other - at cost (less accumulated depreciation) 22,298 (4,440) 3,032 14,826 .... -------------------------------------------------------------------- Total 2,004,243 6,459,776 371,570 452,803 146,193 -------------------------------------------------------------------- Utility Plant: Electric 25,137,562 (971,952) 5,274,066 7,574,905 5,357,920 Plant acquisition adjustment 390,664 (390,364) .... .... .... Property under capital lease 769,370 1 40,289 38,564 238,427 Natural gas 190,989 (56,163) .... .... .... Construction work in progress 936,785 (572,178) 87,389 56,163 85,299 Nuclear fuel under capital leases 277,673 87,343 107,023 144,814 63,923 Nuclear fuel 157,603 (93,411) 6,720 57,472 .... -------------------------------------------------------------------- Total 27,860,646 (1,996,724) 5,515,487 7,871,918 5,745,569 Less - Accumulated depreciation and amortization 11,364,021 (4,382) 2,449,821 3,664,415 2,429,495 -------------------------------------------------------------------- Utility plant - net 16,496,625 (1,992,342) 3,065,666 4,207,503 3,316,074 -------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 980,266 12,608 162,952 403,934 204,810 Unamortized loss on reacquired debt 183,627 1 44,428 37,903 33,244 Deferred fuel costs 95,661 .... .... .... .... Other regulatory assets 792,515 9,448 221,805 169,405 50,881 Long-term receivables 29,575 11 .... 29,586 .... Accumulated Deferred Income Taxes .... .... .... .... .... Other 1,024,700 (902,583) 4,775 17,349 10,882 -------------------------------------------------------------------- Total 3,106,344 (880,515) 433,960 658,177 299,817 -------------------------------------------------------------------- Total $ 25,565,227 $ 2,850,700 $ 4,312,853 $ 6,150,264 $ 4,301,851 ====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Assets: Cash and cash equivalents: Cash $ 5,113 $ 6,302 $ 44 $ .... $ 811 Temporary cash investments - at cost which approximates market .... .... 202,174 26,933 918 Special deposits .... .... .... .... .... -------------------------------------------------------------------- Total cash and cash equivalents 5,113 6,302 202,218 26,933 1,729 -------------------------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... .... Notes receivable .... .... .... .... .... Accounts receivable: Customer 44,517 67,264 .... .... .... Allowance for doubtful accounts (1,044) (770) .... .... .... Associated companies 10,741 2,800 212,551 117,019 2,146 Other 9,964 3,709 2,194 2,012 .... Accrued unbilled revenues 33,600 26,838 .... .... .... -------------------------------------------------------------------- Total receivables 97,778 99,841 214,745 119,031 2,146 -------------------------------------------------------------------- Deferred fuel costs 64,950 28,234 .... .... .... Accumulated deferred income taxes .... .... .... .... 1,572 Fuel inventory - at average cost 3,436 4,204 .... .... .... Materials and supplies - at average cost 18,485 9,630 52,235 .... .... Rate deferrals .... 10,974 .... .... .... Deferred nuclear refueling outage costs .... .... 6,577 .... .... Prepayments and other 3,004 1,416 2,639 .... 411 -------------------------------------------------------------------- Total 192,766 160,601 478,414 145,964 5,858 -------------------------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity 5,531 3,259 .... 7,310,589 .... Decommissioning trust funds .... .... 157,572 .... .... Non-utility property - at cost (less accumulated depreciation) 6,851 .... .... .... .... Non-regulated investments .... .... .... .... .... Other - at cost (less accumulated depreciation) .... .... .... .... .... -------------------------------------------------------------------- Total 12,382 3,259 157,572 7,310,589 .... -------------------------------------------------------------------- Utility Plant: Electric 1,885,501 572,061 3,093,033 .... 12,076 Plant acquisition adjustment .... .... .... .... .... Property under capital lease 290 .... 449,851 .... .... Natural gas .... 134,826 .... .... .... Construction work in progress 44,085 36,489 24,029 .... 178 Nuclear fuel under capital leases .... .... 49,256 .... .... Nuclear fuel .... .... .... .... .... -------------------------------------------------------------------- Total 1,929,876 743,376 3,616,169 .... 12,254 Less - Accumulated depreciation and amortization 733,977 394,271 1,407,885 .... 10,977 -------------------------------------------------------------------- Utility plant - net 1,195,899 349,105 2,208,284 .... 1,277 -------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 25,544 .... 195,634 .... .... Unamortized loss on reacquired debt 15,122 974 51,957 .... .... Deferred fuel costs 95,661 .... .... .... .... Other regulatory assets 140,679 44,676 174,517 .... .... Long-term receivables .... .... .... .... .... Accumulated Deferred Income Taxes .... .... .... .... .... Other 5,886 616 8,172 58,571 .... -------------------------------------------------------------------- Total 282,892 46,266 430,280 58,571 .... -------------------------------------------------------------------- Total $ 1,683,939 $ 559,231 $ 3,274,550 $ 7,515,124 $ 7,135 ====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY ASSETS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Current Assets: Cash and cash equivalents: Cash $ 463 $ 2,223 $ 20 $ 593 Temporary cash investments - at cost which approximates market 15,649 17,122 .... 23,134 Special deposits .... .... .... .... ----------------------------------------------------- Total cash and cash equivalents 16,112 19,345 20 23,727 ----------------------------------------------------- Other temporary investments - at cost, which approximates market .... .... .... .... Notes receivable .... 62 .... 2,064 Accounts receivable: Customer .... .... .... .... Allowance for doubtful accounts .... .... .... (2,064) Associated companies 19,525 155,396 58,867 24,304 Other 1,913 21,530 1,594 41 Accrued unbilled revenues .... .... .... .... ----------------------------------------------------- Total receivables 21,438 176,926 60,461 22,281 ----------------------------------------------------- Deferred fuel costs .... .... .... .... Accumulated deferred income taxes .... .... .... .... Fuel inventory - at average cost 965 .... 72,958 .... Materials and supplies - at average cost 1,647 17 .... .... Rate deferrals .... .... .... .... Deferred nuclear refueling outage costs .... .... .... .... Prepayments and other 1,475 5,322 9 159 ----------------------------------------------------- Total 41,637 201,672 133,448 48,231 ----------------------------------------------------- Other Property and Investments: Investment in subsidiary companies - at equity .... .... .... .... Decommissioning trust funds .... .... .... .... Non-utility property - at cost (less accumulated depreciation) .... .... .... 1,405 Non-regulated investments .... .... .... 8,246 Other - at cost (less accumulated depreciation) .... .... .... .... ----------------------------------------------------- Total .... .... .... 9,651 ----------------------------------------------------- Utility Plant: Electric 144,727 226,897 24,424 .... Plant acquisition adjustment 300 .... .... .... Property under capital lease .... .... 1,950 .... Natural gas .... .... .... .... Construction work in progress 5,494 25,265 15 201 Nuclear fuel under capital leases .... .... .... .... Nuclear fuel .... .... .... .... ----------------------------------------------------- Total 150,521 252,162 26,389 201 Less - Accumulated depreciation and amortization 87,113 157,296 24,389 .... ----------------------------------------------------- Utility plant - net 63,408 94,866 2,000 201 ----------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net .... .... .... .... Unamortized loss on reacquired debt .... .... .... .... Deferred fuel costs .... .... .... .... Other regulatory assets .... .... .... .... Long-term receivables .... .... .... .... Accumulated Deferred Income Taxes .... .... .... .... Other .... 3,359 127 12,380 ----------------------------------------------------- Total .... 3,359 127 12,380 ----------------------------------------------------- Total $ 105,045 $ 299,897 $ 135,575 $ 70,463 =====================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Current Liabilities: Currently maturing long-term debt $ 464,215 $ (154,477) $ 100 $ 122,750 $ 35,088 Notes payable: Associated companies .... .... .... .... .... Other 388,023 (356) 667 .... .... Accounts payable: Associated companies .... 562,205 94,776 66,312 71,948 Other 1,204,227 (312,184) 231,313 258,529 144,841 Customer deposits 172,169 1 29,775 37,489 60,227 Taxes accrued 451,811 (134,314) 40,263 132,368 23,307 Accumulated deferred income taxes 225,649 (20) 55,127 94,032 20,545 Nuclear refueling outage costs 10,209 .... .... 10,209 .... Interest accrued 172,033 (2,109) 27,624 43,539 35,536 Obligations under capital leases 156,907 .... 45,962 42,524 34,274 Other 192,908 (9,781) 14,942 19,418 102,614 -------------------------------------------------------------------- Total 3,438,151 (51,035) 540,549 827,170 528,380 -------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 3,249,083 64,498 715,891 1,115,119 757,362 Accumulated deferred investment tax credits 494,315 (1) 88,264 171,000 117,393 SFAS 109 regulatory liability - net .... 12,607 .... .... .... Obligations under capital leases 201,873 (14) 101,350 53,512 29,649 FERC settlement - refund obligation 30,745 .... .... .... .... Other regulatory liabilities 218,172 (1) 84,642 16,916 12,442 Decommissioning 749,708 (453,907) .... 142,604 .... Transition to competition 191,934 .... 119,553 72,381 .... Regulatory reserves 396,789 (2,000) .... 60,965 11,456 Accumulated provisions 390,116 (138,751) 42,393 67,404 64,201 Other 853,137 (434,603) 64,267 98,501 61,724 -------------------------------------------------------------------- Total 6,775,872 (952,172) 1,216,360 1,798,402 1,054,227 -------------------------------------------------------------------- Long-term debt 7,732,093 (1,643,894) 1,239,712 1,808,879 1,276,696 Subsidiaries' preferred stock with sinking fund 65,758 .... .... 30,758 35,000 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000 Notes payable to associated companies .... .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund 334,688 .... 116,350 47,677 100,500 Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 248,094,614 shares 2,481 .... .... .... .... Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900 Paid-in capital 4,660,483 1,893,893 591,127 1,153,195 .... Capital stock expense and other .... 254,770 .... .... (2,171) Retained earnings 3,190,639 1,064,758 548,285 285,128 150,319 Cumulative foreign currency translation (73,998) .... .... .... .... Net unrealized investment losses (1,035) 1,035 .... .... .... Less - treasury stock at cost (28,490,031 shares in 2000) 774,905 .... .... .... .... -------------------------------------------------------------------- Total common shareholders' equity 7,338,353 5,497,801 1,256,232 1,600,055 1,337,548 -------------------------------------------------------------------- Total $ 25,565,227 $ 2,850,700 $ 4,312,853 $ 6,150,264 $ 4,301,851 ====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Current Liabilities: Currently maturing long-term debt $ .... $ .... $ 151,800 $ .... $ .... Notes payable: Associated companies .... .... .... .... .... Other .... .... .... 387,000 .... Accounts payable: Associated companies 92,980 24,637 2,722 2,206 223 Other 26,933 57,566 23,585 3,964 2,572 Customer deposits 26,368 18,311 .... .... .... Taxes accrued 31,862 5,823 68,530 13,123 .... Accumulated deferred income taxes 47,734 6,543 1,648 .... .... Nuclear refueling outage costs .... .... .... .... .... Interest accrued 13,099 6,119 44,007 .... .... Obligations under capital leases 79 .... 32,119 .... .... Other 2,540 3,211 1,674 10,542 5 -------------------------------------------------------------------- Total 241,595 122,210 326,085 416,835 2,800 -------------------------------------------------------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 306,295 43,754 391,505 .... 14 Accumulated deferred investment tax credits 19,408 5,868 89,516 .... .... SFAS 109 regulatory liability - net .... 12,607 .... .... .... Obligations under capital leases 211 .... 17,137 .... .... FERC settlement - refund obligation .... .... 30,745 .... .... Other regulatory liabilities .... 537 103,634 .... .... Decommissioning .... .... 153,197 .... .... Transition to competition .... .... .... .... .... Regulatory reserves .... .... 322,368 .... .... Accumulated provisions 6,806 8,471 689 .... 558 Other 31,339 12,356 15,394 93,588 2,763 -------------------------------------------------------------------- Total 364,059 83,593 1,124,185 93,588 3,335 -------------------------------------------------------------------- Long-term debt 584,467 199,031 930,854 .... .... Subsidiaries' preferred stock with sinking fund .... .... .... .... .... Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures .... .... .... .... .... Notes payable to associated companies .... .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... .... Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 247,082,345 shares .... .... .... 2,481 .... Common stock of subsidiaries 199,326 33,744 789,350 .... 5 Paid-in capital .... 36,294 .... 4,660,483 995 Capital stock expense and other (59) .... .... .... .... Retained earnings 244,170 64,579 104,076 3,190,640 .... Cumulative foreign currency translation .... .... .... (73,998) .... Net unrealized investment losses .... .... .... .... .... Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... 774,905 .... -------------------------------------------------------------------- Total common shareholders' equity 493,818 154,397 893,426 7,004,701 1,000 -------------------------------------------------------------------- Total $ 1,683,939 $ 559,231 $ 3,274,550 $ 7,515,124 $ 7,135 ====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) ENTERGY ENTERGY SYSTEM ENTERGY LIABILITIES AND SHAREHOLDERS' EQUITY POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Current Liabilities: Currently maturing long-term debt $ .... $ .... $ .... $ .... Notes payable: Associated companies .... .... .... .... Other .... .... .... .... Accounts payable: Associated companies 11,290 93,296 87,405 14,410 Other 8,137 124,222 8,621 1,760 Customer deposits .... .... .... .... Taxes accrued 956 5,798 1,451 (5,984) Accumulated deferred income taxes .... .... .... .... Nuclear refueling outage costs .... .... .... .... Interest accrued .... .... .... .... Obligations under capital leases .... .... 1,949 .... Other .... 6,987 442 20,752 ------------------------------------------------------ Total 20,383 230,303 99,868 30,938 ------------------------------------------------------ Deferred Credits and Other Liabilities: Accumulated deferred income taxes 18,723 (20,710) 1,522 (15,894) Accumulated deferred investment tax credits .... 2,700 165 .... SFAS 109 regulatory liability - net .... .... .... .... Obligations under capital leases .... .... .... .... FERC settlement - refund obligation .... .... .... .... Other regulatory liabilities .... .... .... .... Decommissioning .... .... .... .... Transition to competition .... .... .... .... Regulatory reserves .... .... .... .... Accumulated provisions .... 50,974 .... 9,869 Other .... 36,610 .... 1,992 ------------------------------------------------------ Total 18,723 69,574 1,687 (4,033) ------------------------------------------------------ Long-term debt .... .... 34,000 14,560 Subsidiaries' preferred stock with sinking fund .... .... .... .... Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures .... .... .... .... Notes payable to associated companies .... .... .... .... Shareholders' Equity: Subsidiaries' preferred stock without sinking fund .... .... .... .... Common stock, $.01 par value, authorized 500,000,000 shares; issued and outstanding 247,082,345 shares .... .... .... .... Common stock of subsidiaries 55 20 20 57,400 Paid-in capital 112,282 .... .... .... Capital stock expense and other .... .... .... 257,000 Retained earnings (46,398) .... .... (285,402) Cumulative foreign currency translation .... .... .... .... Net unrealized investment losses .... .... .... .... Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... .... ------------------------------------------------------ Total common shareholders' equity 65,939 20 20 28,998 ------------------------------------------------------ Total $ 105,045 $ 299,897 $ 135,575 $ 70,463 ======================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (IN THOUSANDS) INTERCOMPANY ELIMINATIONS AND ENTERGY ENTERGY ENTERGY RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA Retained Earnings, January 1, 2000 $ 2,786,467 $ 811,560 $ 463,614 $ 202,782 $ 59,554 Add: Net Income (Loss) 679,294 599,119 137,047 180,343 162,679 Increase in Investment in subsidiary .... .... .... .... .... --------------------------------------------------------------------- Total 3,497,382 1,379,058 600,661 383,125 222,233 --------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock .... 31,558 7,776 9,933 9,514 Common stock 275,929 314,300 44,600 88,000 62,400 Capital stock and other expenses (807) 63 .... 64 .... Return of capital to parent .... .... .... .... .... --------------------------------------------------------------------- Total 306,743 314,300 52,376 97,997 71,914 --------------------------------------------------------------------- Retained Earnings, December 31, 2000 $ 3,190,639 $ 1,064,758 $ 548,285 $ 285,128 $ 150,319 =====================================================================
ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS (unaudited) Retained Earnings, January 1, 2000 $ 226,567 $ 58,526 $ 102,131 $ 2,786,467 $ .... Add: Net Income (Loss) 38,973 16,518 93,745 679,294 .... Increase in Investment in subsidiary .... .... .... .... .... --------------------------------------------------------------------- Total 265,540 75,044 195,876 3,465,761 .... --------------------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock 3,370 965 .... .... .... Common stock 18,000 9,500 91,800 275,929 .... Capital stock and other expenses .... .... .... (808) .... Return of capital to parent .... .... .... .... .... --------------------------------------------------------------------- Total 21,370 10,465 91,800 275,121 .... --------------------------------------------------------------------- Retained Earnings, December 31, 2000 $ 244,170 $ 64,579 $ 104,076 $ 3,190,640 $ .... =====================================================================
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (IN THOUSANDS) ENTERGY ENTERGY SYSTEM ENTERGY RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES (unaudited) (unaudited) (unaudited) (unaudited) Retained Earnings, January 1, 2000 $ (53,649) $ .... $ .... $ (247,965) Add: Net Income (Loss) 7,251 .... .... (37,437) Increase in Investment in subsidiary .... .... .... .... ------------------------------------------------------- Total (46,398) .... .... (285,402) ------------------------------------------------------- Deduct: Dividends declared on: Preferred and preference stock .... .... .... .... Common stock .... .... .... .... Capital stock and other expenses .... .... .... .... Return of capital to parent .... .... .... .... ------------------------------------------------------- Total .... .... .... .... ------------------------------------------------------- Retained Earnings, December 31, 2000 $ (46,398) $ .... $ .... $ (285,402) =======================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME (LOSS) YEAR ENDED DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Operating Revenues: Electric $ 2,470,884 $ 3,552 $ 2,470,877 $ 3,535 $ 24 $ .... $ .... Natural gas 40,356 .... 40,356 .... .... .... .... Steam products .... .... .... .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,511,240 3,552 2,511,233 3,535 24 .... .... ------------------------------------------------------------------------------------------ Operating Expenses: Operation: Fuel for electric generation and fuel-related expenses 895,361 .... 895,361 .... .... .... .... Purchased power 455,300 .... 455,300 .... .... .... .... Nuclear refueling outage expense 16,663 .... 16,663 .... .... .... .... Other operation and maintenance 423,031 3,537 426,462 .... 106 .... .... Depreciation and decommissioning 195,422 27 192,957 2,023 469 .... .... Taxes other than income taxes 120,428 .... 120,428 .... .... .... .... Other regulatory charges (credits) (13,860) (27) (13,418) .... (469) .... .... Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... ------------------------------------------------------------------------------------------ Total 2,097,951 3,537 2,099,359 2,023 106 .... .... ------------------------------------------------------------------------------------------ Operating Income (loss) 413,289 15 411,874 1,512 (82) .... .... ------------------------------------------------------------------------------------------ Other Income: Allowance for equity funds used during construction 7,617 .... 7,617 .... .... .... .... Miscellaneous - net 15,063 3,123 14,976 (63) (112) 3,148 237 ------------------------------------------------------------------------------------------ Total 22,680 3,123 22,593 (63) (112) 3,148 237 ------------------------------------------------------------------------------------------ Interest and Other Charges: Interest on long-term debt 143,053 380 143,060 241 132 .... .... Other interest - net 8,458 .... 8,458 .... .... .... .... Distributions on preferred securities 7,438 .... 7,438 .... .... .... .... of subsidiary Allowance for borrowed funds used during construction (6,926) .... (6,926) .... .... .... .... ------------------------------------------------------------------------------------------ Total 152,023 380 152,030 241 132 .... .... ------------------------------------------------------------------------------------------ Income before income taxes 283,946 2,758 282,437 1,208 (326) 3,148 237 Income tax expense (benefit) 103,603 .... 102,094 1,304 (529) 666 68 ------------------------------------------------------------------------------------------ Net income 180,343 2,758 180,343 (96) 203 2,482 169 Preferred and preference dividend requirements 9,998 .... 9,998 .... .... .... .... ------------------------------------------------------------------------------------------ Earnings applicable to common stock $ 170,345 $ 2,758 $ 170,345 $ (96) $ 203 $ 2,482 $ 169 ==========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) OPERATING ACTIVITIES: Net Income $ 180,343 $ 2,758 $ 180,343 $ (96) $ 203 $ 2,482 $ 169 Noncash items included in net income Amortization of rate deferrals 5,606 .... 5,606 .... .... .... .... Reserve for regulatory adjustments (49,571) .... (49,571) .... .... .... .... Other regulatory charges (credits) (13,860) (27) (13,418) .... (469) .... .... Depreciation, amortization and decommissioning 195,422 27 192,957 2,023 469 .... .... Deferred income taxes and investment tax credits 54,279 .... 51,557 1,381 676 .... 665 Allowance for equity funds used during construction (7,617) .... (7,617) .... .... .... .... Gain on sale of assets (2,327) .... (2,327) .... .... .... .... Changes in working capital: Receivables (131,643) 4,794 (125,605) 131 (1,112) (304) 41 Fuel inventory 1,013 .... 1,013 .... .... .... .... Accounts payable 130,435 328 130,219 .... 23 520 1 Taxes accrued 30,570 (811) 32,561 (810) (80) (1,274) (638) Interest accrued 14,969 36 14,969 (86) 122 .... .... Deferred fuel (26,291) .... (26,291) .... .... .... .... Other working capital accounts 20,896 .... 20,896 .... .... .... .... Provision for estimated losses and reserves (1,991) .... (1,991) .... .... .... .... Changes in other regulatory assets (47,777) .... (47,777) .... .... .... .... Other 51,424 (7,105) 45,142 (2,537) 1 1,713 .... --------------------------------------------------------------------------------- Net cash flow provided by operating activities 403,880 .... 400,666 6 (167) 3,137 238 --------------------------------------------------------------------------------- INVESTING ACTIVITIES: Construction expenditures (277,635) .... (277,635) .... .... .... .... Allowance for equity funds used during construction 7,617 .... 7,617 .... .... .... .... Nuclear fuel purchases (34,735) .... (34,735) .... .... .... .... Proceeds from sale/leaseback of nuclear fuel 34,154 .... 34,154 .... .... .... .... Decommissioning trust contributions and realized change in trust assets (12,051) .... (12,051) .... .... .... .... Other regulatory investments (127,377) .... (127,377) .... .... .... .... --------------------------------------------------------------------------------- Net cash flow used by investing activities (410,027) .... (410,027) .... .... .... .... --------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 298,819 .... 298,819 .... .... .... .... Retirement of long-term debt (185) .... (185) .... .... .... .... Redemption of preferred stock (157,658) .... (157,658) .... .... .... .... Dividends paid: Common stock (88,000) .... (88,000) .... .... .... .... Preferred stock (10,862) .... (10,862) .... .... .... .... --------------------------------------------------------------------------------- Net cash flow used by financing activities 42,114 .... 42,114 .... .... .... .... --------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 35,967 .... 32,753 6 (167) 3,137 238 Cash and cash equivalents at beginning of year 32,312 .... 8,348 69 206 20,109 3,580 --------------------------------------------------------------------------------- Cash and cash equivalents at end of year $68,279 $ .... $ 41,101 $ 75 $ 39 $ 23,246 $ 3,818 =================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents: Cash $ 10,726 $ .... $ 10,590 $ 75 $ 39 $ 18 $ 4 Temporary cash investments - at cost which approximates market 57,553 .... 30,511 .... .... 23,228 3,814 -------------------------------------------------------------------------------------- Total cash and cash equivalents 68,279 .... 41,101 75 39 23,246 3,818 Notes receivable associated companies .... 1,663 1,663 .... .... .... .... Accounts receivable: Customer 125,412 .... 124,391 .... .... 1,021 .... Allowance for doubtful accounts (2,131) .... (2,131) .... .... .... .... Associated companies 27,660 1,048 25,378 1,755 .... 1,054 521 Other 22,837 .... 22,837 .... .... .... .... Accrued unbilled revenues 136,384 .... 136,384 .... .... .... .... Deferred fuel costs 288,126 .... 288,126 .... .... .... .... Fuel inventory - at average cost 37,258 .... 37,258 .... .... .... .... Materials and supplies - at average cost 100,018 .... 100,018 .... .... .... .... Rate deferrals 5,606 .... 5,606 .... .... .... .... Prepayments and other 22,332 26 20,544 288 252 1,274 .... -------------------------------------------------------------------------------------- Total 831,781 2,737 801,175 2,118 291 26,595 4,339 -------------------------------------------------------------------------------------- Other Property and Investments: Decommissioning trust funds 243,555 .... 243,555 .... .... .... .... Non-utility property - at cost 194,422 185,270 .... 8,504 648 .... (less accumulated depreciation) Other 14,826 51,446 66,272 .... .... .... .... -------------------------------------------------------------------------------------- Total 452,803 51,446 495,097 .... 8,504 648 .... -------------------------------------------------------------------------------------- Utility Plant: Electric 7,574,905 .... 7,506,017 68,888 .... .... .... Property under capital lease 38,564 .... 38,564 .... .... .... .... Natural gas 56,163 .... 56,163 .... .... .... .... Construction work in progress 144,814 .... 144,814 .... .... .... .... Nuclear fuel under capital leases 57,472 .... 57,472 .... .... .... .... -------------------------------------------------------------------------------------- Total 7,871,918 .... 7,803,030 68,888 .... .... .... Less - Accumulated depreciation and 3,664,415 .... 3,613,282 51,133 .... .... .... amortization -------------------------------------------------------------------------------------- Utility plant - net 4,207,503 .... 4,189,748 17,755 .... .... .... -------------------------------------------------------------------------------------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 403,934 .... 403,934 .... .... .... .... Unamortized loss on reacquired debt 37,903 .... 37,903 .... .... .... .... Other regulatory assets 169,405 .... 169,405 .... .... .... .... Long-term receivables 29,586 .... 29,586 .... .... .... .... Other 17,349 .... 17,349 .... .... .... .... -------------------------------------------------------------------------------------- Total 658,177 .... 658,177 .... .... .... .... -------------------------------------------------------------------------------------- TOTAL $6,150,264 $ 54,183 $ 6,144,197 $ 19,873 $ 8,795 $ 27,243 $ 4,339 ======================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (In Thousands) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Currently maturing long-term debt $ 122,750 $ .... $ 122,750 $ .... $ .... $ .... $ .... Notes payable - associated companies .... 1,690 .... 1,690 .... .... .... Accounts payable: Associated companies 66,312 1,256 67,045 1 519 .... 3 Other 258,529 .... 258,485 .... .... 44 .... Customer deposits 37,489 .... 37,489 .... .... .... .... Taxes accrued 132,368 (290) 132,716 .... .... .... (638) Accumulated deferred income taxes 94,032 .... 94,032 .... .... .... .... Nuclear refueling reserve 10,209 .... 10,209 .... .... .... .... Interest accrued 43,539 203 43,538 82 122 .... .... Obligations under capital leases 42,524 .... 42,524 .... .... .... .... Other 19,418 .... 19,418 .... .... .... .... ---------------------------------------------------------------------------------------- Total 827,170 2,859 828,206 1,773 641 44 (635) ---------------------------------------------------------------------------------------- Deferred Credits: Accumulated deferred income taxes 1,115,119 .... 1,115,760 1,132 (1,248) (425) (100) Accumulated deferred investment tax credits 171,000 .... 171,000 .... .... .... .... Obligations under capital leases 53,512 .... 53,512 .... .... .... .... Other regulatory liabilities 16,916 .... 16,916 .... .... .... .... Decommissioning 142,604 .... 142,604 .... .... .... .... Transition to competition 72,381 .... 72,381 .... .... .... .... Regulatory reserves 60,965 .... 60,965 .... .... .... .... Accumulated provisions 67,404 .... 67,404 .... .... .... .... Other 98,501 .... 90,756 .... 7,745 .... .... ---------------------------------------------------------------------------------------- Total 1,798,402 .... 1,791,298 1,132 6,497 (425) (100) ---------------------------------------------------------------------------------------- Long-term debt 1,808,879 .... 1,807,371 .... 1,508 .... .... Preferred stock with sinking fund 30,758 1,508 32,266 .... .... .... .... Preference stock .... .... .... .... .... .... .... Company - obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable debentures 85,000 .... 85,000 .... .... .... .... Shareholder's Equity: Preferred stock without sinking fund 47,677 .... 47,677 .... .... .... .... Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares 114,055 .... 114,055 .... .... .... .... Common stock of subsidiaries .... 138 .... 25 1 100 12 Additional paid-in capital 1,153,195 96,838 1,153,196 10,341 .... 40,466 46,030 Capital stock expense and other .... .... .... .... .... .... .... Retained earnings 285,128 (47,160) 285,128 6,602 148 (12,942) (40,968) ---------------------------------------------------------------------------------------- Total 1,600,055 49,816 1,600,056 16,968 149 27,624 5,074 ---------------------------------------------------------------------------------------- TOTAL $6,150,264 $ 54,183 $ 6,144,197 $ 19,873 $ 8,795 $ 27,243 $ 4,339 ========================================================================================
ENTERGY GULF STATES, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 2000 (IN THOUSANDS) INTERCOMPANY ELIMINATIONS AND ENTERGY Southern RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Retained Earnings, January 1, 2000 $ 202,782 $ (49,918) $ 202,782 $ 6,698 $ (55) $ (15,424) $ (41,137) Add: Net Income (Loss) 180,343 2,758 180,343 (96) 203 2,482 169 ------------------------------------------------------------------------------------------ Total 383,125 (47,160) 383,125 6,602 148 (12,942) (40,968) ------------------------------------------------------------------------------------------ Deduct: Dividends declared on: Preferred and preference stock 9,933 .... 9,933 .... .... .... .... Common stock 88,000 .... 88,000 .... .... .... .... Capital stock and other expenses 64 .... 64 .... .... .... .... ------------------------------------------------------------------------------------------ Total 97,997 .... 97,997 .... .... .... .... ------------------------------------------------------------------------------------------ Retained Earnings, December 31, 2000 $ 285,128 $ (47,160) $ 285,128 $ 6,602 $ 148 $ (12,942) $ (40,968) ==========================================================================================
THE ARKLAHOMA CORPORATION STATEMENT OF OPERATIONS AND RETAINED EARNINGS YEARS ENDED NOVEMBER 30, 2000 AND 1999 (IN THOUSANDS) 2000 1999 Revenues - Interest income $12 $10 - Other - - ---- ---- Total 12 10 Expenses - Administrative and general 8 8 - Other - - ---- ---- Total 8 8 ---- ---- Income before Federal and state income taxes 4 2 Federal and state income taxes - - ---- ---- Net Income 4 2 ---- ---- Retained Earnings - beginning of year 313 311 Less: Dividends Declared - - ---- ---- Retained Earnings - end of year $317 $313 ==== ==== The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED NOVEMBER 30, 2000 and 1999 (IN THOUSANDS) 2000 1999 OPERATING ACTIVITIES: Net Income $4 $2 Cumulative effect of a Change in Accounting for Income Taxes - - Changes in working capital: Accounts receivable (61) - Accounts payable (10) 2 ---- ---- Net cash flow used by operating activities (67) 4 ---- ---- Net (decrease) in cash and cash equivalents (67) 4 Cash and cash equivalents at beginning of year 126 122 ---- ---- Cash and cash equivalents at end of year $59 $126 ==== ==== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for income taxes $ - $ - The accompanying notes to financial statements are an integral part of these statements.
THE ARKLAHOMA CORPORATION BALANCE SHEETS NOVEMBER 30, 2000 AND 1999 (IN THOUSANDS) ASSETS 2000 1999 Utility Plant: Electric plant in service - at cost $2,562 $2,562 Less - Accumulated depreciation 2,249 2,249 ------ ------ Utility Plant - Net 313 313 ------ ------ Current Assets: Cash and cash equivalents 59 126 Accounts receivable - associated companies 61 - ------ ------ Total 120 126 ------ ------ Total $433 $439 ====== ====== CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $100 par value, authorized 12,000 shares; issued and outstanding, 500 shares $50 $50 Retained earnings 317 313 ------ ------ Total 367 363 ------ ------ Current Liabilities: Other accounts payable 6 6 Accounts payable - associated companies - 10 ------ ------ Total 6 16 ------ ------ Deferred Credits: Deferred Income Taxes (SFAS 109) 60 60 ------ ------ Total $433 $439 ====== ====== The accompanying notes to financial statements are an integral part of these balance sheets. THE ARKLAHOMA CORPORATION NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 AND 1999 1. OPERATIONS: The Arklahoma Corporation's (the "Company") utility plant consists principally of transmission facilities which are being leased to its three stockholder companies from year to year. Pursuant to the terms of the lease agreement, the lessees have agreed to pay all operating costs, including maintenance, repairs, insurance and taxes assessed upon the properties. Such amounts totaled approximately $662,700 and $689,000 in fiscal years 2000 and 1999, respectively. Under the terms of the current lease agreement, annual rentals have been discontinued but can be reinstated upon the agreement of the Company and the lessees. 2. CASH AND CASH EQUIVALENTS: For purposes of these financial statements, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates market. 3. UTILITY PLANT: Through fiscal year 1980, depreciation was provided using a straight- line rate based on the electric plant's estimated composite service life of 33 years with a salvage value of 10%. The utility plant became fully depreciated for financial reporting purposes in fiscal year 1980, and no depreciation was provided in fiscal years 1981, 1982 or 1983. In 1984, the Company acquired additional property, which was depreciated over the remaining term of the lease. For income tax reporting purposes, depreciation was calculated using a straight-line rate with no estimated salvage value and an estimated useful life extended to December 1988. All property was fully depreciated as of December 31, 1988. 4. INCOME TAXES: Income taxes are accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." This statement requires the liability method of accounting for income taxes. Under the liability method, the deferred tax liability, or asset, is determined based on the difference between the tax reporting and financial reporting bases of assets and liabilities. The effect on deferred taxes of a change in tax rates will be recognized in income in the period of the enactment of the rate change. Deferred income taxes resulted from temporary differences in financial versus tax bases of fixed assets. The net tax liability is reflected as a deferred income tax liability in the accompanying balance sheets. The Company has an Oklahoma state net operating loss carryforwards available to reduce future Oklahoma State income taxes payable. The carryforward as of November 30, 2000, is $24,782 and begins to expire in 2002. EX-99 2 a08501neil.txt April 26, 2001 Division of Corporate Regulation Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Information Supplemental to Annual Report on Form U5S for Entergy Corporation and Subsidiaries ("Form U5S") Relating to Participation in Nuclear Electric Insurance Limited ("NEIL") and Nuclear Mutual Limited ("NML") Gentlemen: As Chief Accounting Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc. and System Energy Resources, Inc. ("System Energy"), I hereby advise you, as information supplemental to that set forth in the Form U5S for the year ended December 31, 2000, that the attached schedules represent premium payments made to NEIL and NML during 2000 and premium distributions and credits received from NML and NEIL during 2000. Sincerely, /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer NEL/wcj Attachments
2000 Form U5S 2000 Premiums Paid to NEIL, EIM NEIL I Period Trans Amount Type of Plant Company Date Trans Extra Expense for Replacment Power 1/1/00-12/31/00 3/30/00 (6,608,793) Credit ANO EAI 1/1/00-12/31/00 3/30/00 (549,006) Credit RB EGSI 1/1/00-12/31/00 3/30/00 (978,714) Credit W3 ELI 1/1/00-12/31/00 3/30/00 (246,160) Credit GG EAI 1/1/00-12/31/00 3/30/00 (147,669) Credit GG ELI 1/1/00-12/31/00 3/30/00 (269,781) Credit GG EMI 1/1/00-12/31/00 3/30/00 (140,150) Credit GG ENOI 1/1/00-4/1/00 3/9/00 (31,936) Credit ANO EAI 1/1/00-4/1/00 3/9/00 (20,450) Credit RB EGSI 1/1/00-4/1/00 3/9/00 (26,465) Credit W3 ELI 1/1/00-4/1/00 3/9/00 (7,032) Credit GG EAI 1/1/00-4/1/00 3/9/00 (1,968) Credit GG ELI 1/1/00-4/1/00 3/9/00 (6,572) Credit GG EMI 1/1/00-4/1/00 3/9/00 (3,763) Credit GG ENOI 4/1/00-01 3/30/00 385,485 Prem W3 ELI 4/1/00-01 3/30/00 299,677 Prem RB EGSI 4/1/00-01 3/30/00 478,470 Prem ANO EAI 4/1/00-01 3/30/00 63,985 Prem GG ENOI 4/1/00-01 3/30/00 33,387 Prem GG ELI 4/1/00-01 3/30/00 110,367 Prem GG EAI 4/1/00-01 3/30/00 139,510 Prem GG EMI ---------- Total (7,527,578) ========== NEIL Period Trans Amount Type of Plant Company Date Trans Primary Property 1/1/00-12/31/00 3/30/00 (757,269) Credit ANO EAI 1/1/00-12/31/00 3/30/00 (3,513,566) Credit GG SERI 1/1/00-12/31/00 3/30/00 (847,497) Credit W3 ELI 1/1/00-12/31/00 3/30/00 (121,887) Credit RB EGSI 4/1/99-4/1/00 5/30/00 (78,974) Credit ANO EAI 4/1/99-4/1/00 5/30/00 (64,803) Credit GG SERI 4/1/99-4/1/00 5/30/00 (65,440) Credit W3 ELI 4/1/99-4/1/00 5/30/00 (59,935) Credit RB EGSI 4/1/00-01 5/30/00 (318,274) Credit ANO EAI 4/1/00-01 5/30/00 (269,963) Credit GG SERI 4/1/00-01 5/30/00 (270,857) Credit W3 ELI 4/1/00-01 5/30/00 (228,719) Credit RB EGSI 4/1/00-01 3/30/00 1,272,366 Prem ANO EAI 4/1/00-01 3/30/00 1,079,719 Prem GG SERI 4/1/00-01 3/30/00 1,076,733 Prem W3 ELI 4/1/00-01 3/30/00 915,479 Prem RB EGSI ---------- Total (2,252,887) ========== NEIL II Period Trans Amount Type of Plant Company Date Trans Excess Property 1/1/00-12/31/00 3/30/00 (3,966,326) Credit ANO EAI 1/1/00-12/31/00 3/30/00 (3,625,716) Credit GG SERI 1/1/00-12/31/00 3/30/00 (2,677,802) Credit W3 ELI 1/1/00-12/31/00 3/30/00 (1,908,150) Credit RB EGSI 4/1/99-4/1/00 2/29/00 (65,841) Credit ANO EAI 4/1/99-4/1/00 2/29/00 (63,521) Credit GG SERI 4/1/99-4/1/00 2/29/00 (73,126) Credit W3 ELI 4/1/99-4/1/00 2/29/00 (73,151) Credit RB EGSI 1/1/00-4/1/00 3/9/00 (53,002) Credit ANO EAI 1/1/00-4/1/00 3/9/00 (58,880) Credit RB EGSI 1/1/00-4/1/00 3/9/00 (58,862) Credit W3 ELI 1/1/00-4/1/00 3/9/00 (51,132) Credit GG SERI 4/1/00-01 3/30/00 871,604 Prem W3 ELI 4/1/00-01 3/30/00 869,513 Prem RB EGSI 4/1/00-01 3/30/00 819,323 Prem ANO EAI 4/1/00-01 3/30/00 843,989 Prem GG SERI ----------- Total (9,271,080) =========== Total NEIL (19,051,545) =========== EIM Period Trans Amount Type of Plant Company Date Trans Directors & Officers 7/1/00-01 7/7/00 691,271 Prem Excess Liability 11/1/00-01 10/5/00 815,000 Prem --------- Total EIM 1,506,271 ========= NOTE: NML merged with NEIL in late 1997. NEIL is a nuclear mutual insurance company. EIM is a non-nuclear mutual insurance company.
EX-3 3 a0850114a.txt Exhibit B-14(a) ARTICLES OF CONVERSION OF VARIBUS CORPORATION, A TEXAS BUSINESS CORPORATION INTO VARIBUS L.L.C., A TEXAS LIMITED LIABILITY COMPANY, AS THE SURVIVING ENTITY Pursuant to the provisions of article 5.18 of the Texas Business Corporation Act, the undersigned converting entity certifies the following articles of conversion adopted for the purpose of effecting a conversion of Varibus Corporation, a Texas Business corporation ("converting entity") with and into Varibus L.L.C., a Texas limited liability company ("converted entity"), in accordance with the provisions of the Texas Business Corporation Act. 1. The name, state or country of incorporation, formation, and organization of the converting entity, and or organization form of the converting entity are Varibus Corporation, which was incorporated as a for-profit business corporation under the Texas Business Corporation Act on March 30, 1970 under Charter No. 273467. 2. A plan of conversion was approved and adopted in accordance with the provisions of Articles 5.03 and 5.17 of the Texas Business Corporation Act providing for the conversion of Varibus Corporation a corporation incorporated under the Texas Business Corporation Act to Varibus L.L.C., a Texas limited liability company. 3. An executed plan of conversion is on file at the principal place of business of the converting entity at 350 Pine Street, Beaumont, TX 77701, and, from and after the conversion, an executed plan of conversion will be on file at the principal place of business of the converted entity at 350 Pine Street, Beaumont, TX 77701. 4. A copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity. 5. The approval of the plan of conversion was duly authorized by all action required by the laws of the State of Texas under which Varibus Corporation is incorporated and by its constituent documents. 6. The converting entity has 100,000 shares of common stock outstanding, and the plan of conversion was unanimously approved by the shareholders of the converting entity. 7. Two copies of the articles of organization of Varibus L.L.C., which is to be created pursuant to the plan of conversion, are being filed with the secretary of state with the articles of conversion. 8. The converted entity will be liable for the payment of all fees and franchise taxes of the converting entity required by law. Dated: ______________________. Varibus Corporation By______________________________ Its______________________________ EX-3 4 a0850114b.txt Exhibit B-14(b) Form 205 This space reserved for (revised 9/00) Articles of office use. Organization Pursuant to Article 1528n, Texas Limited Liability Company Act Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $200 Article 1 -Name The name of the limited liability company is as set forth below: Varibus L.L.C. The name of the entity must contain the words "Limited Liability Company" or "Limited Company," or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended. Article 2 - Registered Agent and Registered Office (Select and complete either A or B and complete C.) A. The initial registered agent is an organization (cannot be company named above) by the name of: OR X B. The initial registered agent is an individual resident of the state whose is set forth below. First Name M.I. Last Name Suffix Paul A. Scheurich C. The business address of the registered agent and the registered office address is: 350 Pine Street City TX Zip Code Beaumont 77701 Article 3 - Management X A. The limited liability company is to be managed by managers. The names and addresses of the initial managers are set forth below: OR (Select either option A or option B; do not select both.) B. The limited liability company will not have managers. Management of the company is reserved to the members. The names and addresses of the initial members are set forth below: Manager/Member Name and Address Information MEMBER: LEGAL ENTITY: The member is a legal entity named: Entergy Gulf States, Inc. is the sole member INDIVIDUAL: The member is an individual whose name is set forth below: First Name M.I. Last Name Suffix Not applicable ADDRESS OF MEMBER: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 1: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I Last Name Suffix James F. Kenney ADDRESS OF MANAGER 1: Street Address City State Zip Code Entergy 10055 Grogans Mill The Woodlands TX 77380 Road MANAGER 2: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix C. J. Wilder ADDRESS OF MANAGER 2: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 3: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Michael G. Thompson ADDRESS OF MANAGER 3: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 4: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Joseph T. Henderson ADDRESS OF MANAGER 4: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 5: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Nathan E. Langston ADDRESS OF MANAGER 5: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 6: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Steven C. McNeal ADDRESS OF MANAGER 6: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 7: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Christopher T. Screen ADDRESS OF MANAGER 7: Street Address City State Zip Code 639 Loyola Avenue New Orleans MANAGER 8: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Deborah S. Dudenhefer ADDRESS OF MANAGER 8: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 9: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Patricia A. Galbraith ADDRESS OF MANAGER 9: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 Article 4 - Duration The period of duration is perpetual. Article 5- Purpose The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized. Supplemental Provisions/Information The company is being organized pursuant to a plan of conversion of Varibus Corporation, the converting entity. Varibus Corporation was a Texas business corporation, incorporated under the Texas Business Corporation Act on March 23, 1970 with Charter No. 173467. Its address was 350 Pine Street, Beaumont, Texas 77701. Organizer The name and address of the organizer is set forth below. Name Street Address City State Zip Code Execution The undersigned organizer signs these articles of organization subject to the penalty imposed by article 9.02 of the Texas Limited Liability Company Act, for the submission of a false or fraudulent document. Signature of organizer EX-3 5 a0850115a.txt Exhibit B-15(a) ARTICLES OF CONVERSION OF PRUDENTIAL OIL AND GAS INC., A TEXAS BUSINESS CORPORATION INTO PRUDENTIAL OIL AND GAS L.L.C., A TEXAS LIMITED LIABILITY COMPANY, AS THE SURVIVING ENTITY Pursuant to the provisions of article 5.18 of the Texas Business Corporation Act, the undersigned converting entity certifies the following articles of conversion adopted for the purpose of effecting a conversion of Prudential Oil and Gas Inc., a Texas Business corporation ("converting entity") with and into Prudential Oil and Gas L.L.C., a Texas limited liability company ("converted entity"), in accordance with the provisions of the Texas Business Corporation Act. 1. The name, state or country of incorporation, formation, and organization of the converting entity, and or organization form of the converting entity are Prudential Oil and Gas Inc. which was incorporated as a for-profit business corporation under the Texas Business Corporation Act on October 16, 1962. 2. A plan of conversion was approved and adopted in accordance with the provisions of Articles 5.03 and 5.17 of the Texas Business Corporation Act providing for the conversion of Prudential Oil and Gas Inc., a corporation incorporated under the Texas Business Corporation Act to Prudential Oil and Gas L.L.C., a Texas limited liability company. 3. An executed plan of conversion is on file at the principal place of business of the converting entity at 350 Pine Street, Beaumont, TX 77701, and, from and after the conversion, an executed plan of conversion will be on file at the principal place of business of the converted entity at 350 Pine Street, Beaumont, TX 77701. 4. A copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity. 5. The approval of the plan of conversion was duly authorized by all action required by the laws of the State of Texas under which Prudential Oil and Gas Inc. is incorporated and by its constituent documents. 6. The converting entity has 11,537 shares of common stock outstanding, and the plan of conversion was unanimously approved by the shareholders of the converting entity. 7. Two copies of the articles of organization of Prudential Oil and Gas L.L.C., which is to be created pursuant to the plan of conversion, are being filed with the secretary of state with the articles of conversion. 8. The converted entity will be liable for the payment of all fees and franchise taxes of the converting entity required by law. Dated: ______________________. Prudential Oil and Gas Inc. By______________________________ Its______________________________ EX-3 6 a0850115b.txt Exhibit B-15(b) Form 205 This space reserved for (revised 9/00) Articles of office use. Organization Pursuant to Article 1528n, Texas Limited Liability Company Act Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $200 Article 1 -Name The name of the limited liability company is as set forth below: Prudential Oil and Gas L.L.C. The name of the entity must contain the words "Limited Liability Company" or "Limited Company," or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended. Article 2 - Registered Agent and Registered Office (Select and complete either A or B and complete C.) A. The initial registered agent is an organization (cannot be company named above) by the name of: OR X B. The initial registered agent is an individual resident of the state whose is set forth below. First Name M.I. Last Name Suffix Paul A. Scheurich C. The business address of the registered agent and the registered office address is: 350 Pine Street City TX Zip Code Beaumont 77701 Article 3 - Management X A. The limited liability company is to be managed by managers. The names and addresses of the initial managers are set forth below: OR (Select either option A or option B; do not select both.) B. The limited liability company will not have managers. Management of the company is reserved to the members. The names and addresses of the initial members are set forth below: Manager/Member Name and Address Information MEMBER: LEGAL ENTITY: The member is a legal entity named: Entergy Gulf States, Inc. is the sole member INDIVIDUAL: The member is an individual whose name is set forth below: First Name M.I. Last Name Suffix Not applicable ADDRESS OF MEMBER: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 1: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I Last Name Suffix James F. Kenney ADDRESS OF MANAGER 1: Street Address City State Zip Code Entergy 10055 Grogans Mill The Woodlands TX 77380 Road MANAGER 2: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix C. J. Wilder ADDRESS OF MANAGER 2: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 3: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Michael G. Thompson ADDRESS OF MANAGER 3: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 4: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Joseph T. Henderson ADDRESS OF MANAGER 4: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 5: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Nathan E. Langston ADDRESS OF MANAGER 5: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 6: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Steven C. McNeal ADDRESS OF MANAGER 6: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 7: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Christopher T. Screen ADDRESS OF MANAGER 7: Street Address City State Zip Code 639 Loyola Avenue New Orleans MANAGER 8: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Deborah S. Dudenhefer ADDRESS OF MANAGER 8: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 MANAGER 9: INDIVIDUAL: The manager is an individual whose name is set forth below. First Name M.I. Last Name Suffix Patricia A. Galbraith ADDRESS OF MANAGER 9: Street Address City State Zip Code 639 Loyola Avenue New Orleans LA 70113 Article 4 - Duration The period of duration is perpetual. Article 5- Purpose The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized. Supplemental Provisions/Information The company is being organized pursuant to a plan of conversion of Prudential Oil and Gas Inc., the converting entity. Prudential Oil and Gas Inc., was a Texas business corporation, incorporated under the Texas Business Corporation Act on October 16, 2000. Its address was 350 Pine Street, Beaumont, Texas 77701. Organizer The name and address of the organizer is set forth below. Name Street Address City State Zip Code Execution The undersigned organizer signs these articles of organization subject to the penalty imposed by article 9.02 of the Texas Limited Liability Company Act, for the submission of a false or fraudulent document. Signature of organizer EX-3 7 a0850120a.txt Exhibit B-20(a) State of Delaware Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "ENTERGY POWER INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF DECEMBER, A.D. 1996, AT 12 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. Edward J. Freel, Secretary of State AUTHENTICATION: 8248749 DATE: 12-18-96 CERTIFICATE OF INCORPORATION OF ENTERGY POWER INTERNATIONAL CORPORATION THE UNDERSIGNED, in order to form a corporation hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: The name of the Corporation is Entergy Power International Corporation. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as presently in effect or as it may hereinafter be amended. FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 10,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock. FIFTH: No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment thereof or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to purchase or subscribe for or receive any bonds, debentures or other obligations which the Corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock, but all such additional issues of stock, rights, options, or of bonds, debentures or other obligations convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for or purchase any shares of stock may be issued and disposed of by the Board of Directors to such persons and upon such terms as in their absolute discretion they may deem advisable, subject only to such limitations as may be imposed in this Certificate of Incorporation or in any amendment thereto. SIXTH: An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before said meeting. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware or for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Except as otherwise provided herein, any such annual or special meeting of stockholders shall be held on a date and at a time and place as may be designated by or in the manner provided in the By-Laws. SEVENTH: The name and mailing address of the Incorporator is Thomas C. Havens, c/o Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019-5820. EIGHTH: The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors shall be fixed and may be altered from time to time, as provided in the By-Laws. Election of Directors need not be by ballot unless the By-Laws so provide. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have/qualified. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. NINTH: All corporate powers shall be exercised by the Board of Directors of the Corporation except as otherwise provided by law or by this Certificate of Incorporation or by any By-Laws from time to time passed by the stockholders (provided, however, that no By-Law so created shall invalidate any prior act of the Directors which was valid in the absence of such By-Law). In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized (a) to make, alter, amend, and repeal the By-Laws of the Corporation, subject to the power of the stockholders to alter, amend or repeal such ByLaws; (b) to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; (c) to determine the use and disposition of any surplus or net profits; and (d) to fix the times for the declaration and payment of dividends. TENTH: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular, special or committee meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ELEVENTH: When and as authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding, the Board of Directors may cause the Corporation to sell, lease or exchange all or substantially all of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. TWELFTH: The Board of Directors may not cause the Corporation to merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation shall have been authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting called for that purpose, or authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding. THIRTEENTH: To the fullest permitted by the laws of the State of Delaware, or any other applicable law presently or hereafter in affect, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. FOURTEENTH: If after the date of adoption of this Certificate of Incorporation any provision of this Certificate of Incorporation is invalidated on any grounds by any court of competent jurisdiction, then only such provision shall be deemed inoperative and null and void and the remainder of this Certificate of Incorporation shall not be affected thereby. FIFTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, Directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand this lath day of, December, 1996. Incorporator: Thomas C. Havens Mayer, Brown & Platt 1675 Broadway New York, New York 10019-5820 In the presence of: State of Delaware Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWER INTERNATIONAL CORPORATION", CHANGING ITS NAME FROM "ENTERGY POWER INTERNATIONAL CORPORATION" TO ENTERGY POWER ESEBA CORPORATION", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF MARCH A.D. 1997, AT 12:30 O'CLOCK P.M. _______________ Edward J. Freel, Secretary of State AUTHENTICATION: 8372406 DATE: 03-13-97 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION ENTERGY POWER INTERNATIONAL CORPORATION, a corporation organized and existing under and by, virtue of the Corporation Law of the State of Delaware, DOES HEARTY CERTIFY: FIRST:That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, that the Certificate of Incorporation of ENERGY POWER INTBRNATIONAL CORPORATION be amended by changing Article 1. thereof so that, as amended, said Article shall be and read as follows: I. The name of the corporation is Entergy Power ESEBA Corporation. SECOND: That its lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHREOF, said ENERGY POWER INTERNTIONAL CORPORATION has caused this certificate to be signed by Michael G. Thompson, its Senior Vice President this thirteenth day of March, 1997. ENERGY POWER INTERNATIONAL CORPORATION By: ___________________ Michael G. Thomspon Its: Senior Vice President State of Delaware Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AN COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWE CORPORATION", CHANGING ITS NAME FROM "ENTERGY POWER E CORPORATION" TO "ENTERGY POWER GENERATION CORPORATION THIS OFFICE ON THE TWENTY-SECOND DAY OF AUGUST, A.D. 12:30 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FOR THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING Eclzoar(l J. Freel, Secretary of State AUTHENTICATION: 8620212 DATE: 08-22-97 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ENTERGY POWER ESEBA CORPORATION ENTERGY POWER ESEBA CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the"Corporation"), DOES HEREBY CERTIFY: FIRST: The Amendment to the Corporation's Certificate of Incorporation set forth in the following resolution was approved Corporation's Board of Directors, consented to in writing thereon pursuant to Section 228 of the General Corporation Law of the State of Delaware and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: RESOLVED, that the Certificate of Incorporation of ENTERGY POWER ESEBA CORPORATION be amended (the "Amendment") by deleting Article I in its entirety and replacing it by the following Article I: ''ARTICLE: I. The name of the corporation is Entergy Power Generation Corporation." SECOND: That in lieu of a meeting and vote of stockholders, amendment has been consented to in writing by the Corporation stockholders in accordance with the provisions of Section 228 of General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Barry A. Weiss, its Assistant Secretary this 21st day of August, 1997. ENTERGY POWER ESEBA CORPORATION By: Barry A. Weiss Its: Assistant Secretary CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ENTERGY POWER GENERATION CORPORATION ENTERGY POWER GENERATION CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said Corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation: RESOLVED: That the Certificate of Incorporation of ENTERGY POWER GENERATION CORPORATION be amended by changing Article Fourth thereof so that, as amended, said Article shall read in its entirety as follows: "FOURTH: The total number of shares which the Corporation shall have authority to issue is three thousand (3,000) shares of common stock, of which one thousand five hundred (1,500) shares shall be Class A Common Stock, no par value ("Class A Common Stock"), and one thousand five hundred (1,500) shares shall be Class B Common Stock, no par value ("Class B Common Stock"). (1) Rights of Class A Common Stock and Class B Common Stock. (a) Each share of Class A Common Stock shall be deemed to include and shall have all of the rights, preferences, privileges and immunities of the previously authorized Common Stock, par value $.10 per share, of the Corporation, and have the right to cast one vote for each share on all matters upon which stockholders are entitled to vote. Except as otherwise set forth herein or as expressly provided by law, each share of Class B Common Stock shall have only those rights, preferences, privileges and immunities as determined by resolution of the Board of Directors of the Corporation; provided, that none of said shares shall possess the right to vote on matters submitted to stockholders, unless (and then only to the extent) otherwise expressly provided by law. (b) The holders of Class A Common Stock and Class B Common Stock shall be entitled to such dividends or other distributions as the Board of Directors shall determine in its discretion, and nothing contained herein shall be deemed to require that a dividend or distribution that is to be made to the holders of either the Class A Common Stock or Class B Common Stock share require that a like and simultaneous dividend or distribution be made both to the holders of the Class A Common Stock and to the holders of the Class B Common Stock. (c) If the Corporation in any manner subdivides or combines the outstanding shares of one series of common stock, the outstanding shares of the other series of common stock will be proportionately subdivided or combined. (d) In the event that the Class B Common Stock shall be entitled to vote as a class with respect to any action under the provisions of the General Corporation Law of the State of Delaware, the vote or concurrence of the holders of a majority of the outstanding shares of Class B Common Stock shall be required for approval of such action. In the event that the Class A Common Stock and the Class B Common Stock shall be entitled to vote together as a single class with respect to any action under the provisions of the General Corporation Law of the State of Delaware, the vote or concurrence of the holders of a majority of the aggregate outstanding shares of Class A Common Stock and Class B Common Stock shall be required for approval of such action. (2) Conversion of Class B Common Stock Shares. (a) Subject to and upon compliance with the provisions of this Paragraph (2), (i) each record holder of Class B Common Stock shall be entitled at any time and from time to time to convert any or all of the shares of Class B Common Stock held by it into the same number of shares of Class A Common Stock and (ii) the Board of Directors may by resolution convert all of the issued and outstanding shares of Class B Common Stock into the same number of shares of Class A Common Stock. (b) Each conversion of shares of Class B Common Stock into shares of Class A Common Stock will be effected by the surrender of the certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours. Such conversion will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered, and at such time the rights of the holder of the converted Class B Common Stock (or specified portion thereof) as such holder will cease and the person or persons in whose name or names the certificate or certificates for shares of Class A Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby. Promptly after such surrender, the Corporation will issue and deliver (i) the certificate or certificates for the Class A Common Stock issuable upon such conversion and (ii) if necessary, a certificate representing any Class B Common Stock which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which was not converted. (c) The Corporation shall at all times reserve and keep available, out of its authorized but unissued capital stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, a full number of shares of Class A Common Stock then issuable upon the conversion of all outstanding shares of Class B Common Stock. Upon the conversion of the shares of Class B Common Stock into shares of Class A Common Stock, such shares of Class B Common Stock shall be retired and shall not be reissued. Promptly after the retirement of all of the shares of Class B Common Stock, the Corporation shall execute, acknowledge and file a certificate with the Secretary of State of the State of Delaware to such effect, and thereafter, upon such certificate being declared effective, the Certificate of Incorporation shall be further amended without further action to eliminate all reference to the Class B Common Stock. (3) Redemption of Class B Common Stock. The Board of Directors may at any time, with or without notice to the holders of the Class B Common Stock, redeem all or any portion of the outstanding shares of Class B Common Stock at a redemption price per share not less than the price per share of the Class B Common Stock so redeemed. (4) Change of Existing Common Stock. Effective as of October 26, 2000, all of the issued and outstanding shares of the existing Common Stock of the Corporation, par value $.10 per share, shall be changed and converted into one (1) share of Class A Common Stock, having the terms specified in this Article Fourth. SECOND: That in lieu of a meeting and vote of shareholders, the shareholders have given unanimous written consent to said amendment in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said ENTERGY POWER GENERATION CORPORATION has caused this Certificate to be signed by Michael P. Childers, its Vice President, and attested to by Michael G. Thompson, its Secretary, effective the 26th day of October, 2000. ENTERGY POWER GENERATION CORPORATION By: Michael P. Childers, Vice President ATTEST: By: Michael G. Thompson, Secretary EX-3 8 a0850125a.txt Exhibit B-25(a) Certificate of Incorporation of Entergy Nuclear holding Company No. 1, Inc. FIRST: The name of the Corporation is Entergy Nuclear Holding Company No. 1, Inc. (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Laurence M. Hamric and his mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this _____ day of June 1999. _______________________________ Laurence M. Hamric - Incorporator Witness: ________________________________ CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Entergy Nuclear Holding Company No. 1, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That by unanimous written action of the Directors of Entergy Nuclear Holding Company No. 1, Inc., pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth an amendment of the Certificate of Incorporation of said Corporation. The resolutions setting forth the amendment are as follows: RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows: "FIRST: The name of the Corporation is Entergy Nuclear Holding Company #1 (hereinafter `the Corporation')"; and FURTHER RESOLVED, that any and all additional references to "Entergy Nuclear Holding Company No. 1, Inc." in said Certificate of Incorporation be changed to "Entergy Nuclear Holding Company #1." SECOND: That said amendment was duly adopted by the sole stockholder of the Corporation by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment. Dated: October 8, 1999 By: _____________________________ C. John Wilder Executive Vice President and Chief Financial Officer CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Entergy Nuclear Holding Company #1, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That by unanimous written action of the Directors of Entergy Nuclear Holding Company #1, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth an amendment of the Certificate of Incorporation of said Corporation. The resolutions setting forth the amendment are as follows: RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows: "FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 7,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock." SECOND: That said amendment was duly adopted by the sole stockholder of the Corporation by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment. Dated: November 15, 2000 By: _____________________________ Steven C. McNeal Vice President and Treasurer EX-3 9 a0850126a.txt Exhibit B-26(a) Certificate of Incorporation of Entergy Nuclear Holding Company #2 FIRST: The name of the Corporation is Entergy Nuclear Holding Company #2 (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is One Rodney Square, 10th Floor, Tenth & King Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is RL&F Service Corp. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Denise C. Redmann and her mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this _____ day of May 2000. _______________________________ Denise C. Redmann - Incorporator Witness: ________________________________ EX-3 10 a0850126b.txt Exhibit B-26(b) ENTERGY NUCLEAR HOLDING COMPANY #2 BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Nuclear Holding Company #2 (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 11 a0850127a.txt Exhibit B-27(a) Certificate of Incorporation of Entergy Nuclear Holding Company #3 FIRST: The name of the Corporation is Entergy Nuclear Holding Company #3 (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is One Rodney Square, 10th Floor, Tenth & King Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is RL&F Service Corp. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Denise C. Redmann and her mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of October, 2000. _______________________________ Denise C. Redmann - Incorporator Witness: ________________________________ EX-3 12 a0850127b.txt Effective as of October 24, 2000 Exhibit B-27(b) ENTERGY NUCLEAR HOLDING COMPANY #3 BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Nuclear Holding Company #3 (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 13 a0850128a.txt Exhibit B-28(a) Certificate of Incorporation of Entergy Nuclear Holding Company FIRST: The name of the Corporation is Entergy Nuclear Holding Company (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is One Rodney Square, 10th Floor, Tenth & King Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is RL&F Service Corp. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Denise C. Redmann and her mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of October, 2000. _______________________________ Denise C. Redmann - Incorporator Witness: ________________________________ EX-3 14 a0850128b.txt Effective as of October 23, 2000 Exhibit B-28(b) ENTERGY NUCLEAR HOLDING COMPANY BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Nuclear Holding Company (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 15 a0850129a.txt Exhibit B-29(a) Certificate of Incorporation of Entergy Retail Holding Company FIRST: The name of the Corporation is Entergy Retail Holding Company (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o Griffin Corporate Services, Inc., 300 Delaware Avenue, 9th Floor DE5403, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that address is Griffin Corporate Services, Inc. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Christopher T. Screen and his mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this ___ day of August, 2000. _______________________________ Christopher T. Screen - Incorporator Witness: ________________________________ EX-3 16 a0850129b.txt Effective as of 23rd day of August, 2000 Exhibit B-29(b) ENTERGY RETAIL HOLDING COMPANY BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Retail Holding Company (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 8 of Article II shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two nor more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 17 a0850130a.txt Exhibit B-30(a) Certificate of Incorporation of Entergy Ventures Holding Company, Inc. FIRST: The name of the Corporation is Entergy Ventures Holding Company, Inc. (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o Griffin Corporate Services, Inc., 300 Delaware Avenue, 9th Floor DE5403, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that address is Griffin Corporate Services, Inc. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand (3,000) shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Christopher T. Screen and his mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of November, 2000. _______________________________ Christopher T. Screen - Incorporator Witness: ________________________________ EX-3 18 a0850130b.txt Effective as of November 3, 2000 Exhibit B-30(b) ENTERGY VENTURES HOLDING COMPANY, INC. BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Ventures Holding Company, Inc. (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 19 a0850131a.txt Exhibit B-31(a) Certificate of Incorporation of Entergy Thermal Holdings, Inc. FIRST: The name of the Corporation is Entergy Thermal Holdings, Inc. (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Christopher T. Screen and his mailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this _____ day of July 2000. _______________________________ Christopher T. Screen - Incorporator Witness: CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Entergy Thermal Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That by written action of the sole incorporator of Entergy Thermal Holdings, Inc., pursuant to Section 241(a) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth an amendment to the Certificate of Incorporation of said Corporation. The resolutions setting forth the amendment are as follows: RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered "FIRST" so that, as amended, said Article shall be and read as follows: "FIRST: The name of the Corporation is Entergy Resources, Inc. (hereinafter `the Corporation')"; and FURTHER RESOLVED, that any and all additional references to "Entergy Thermal Holdings, Inc." in said Certificate of Incorporation be changed to "Entergy Resources, Inc." SECOND: That the Corporation has not received any payment for any of its stock. THIRD: That said amendment was duly adopted by the sole incorporator of the Corporation by written consent pursuant to Sections 107 and 241(a) of the General Corporation Law of the State of Delaware. FOURTH: That the capital of the Corporation shall not be reduced under or by reason of said amendment. Dated: July 26, 2000 By: _____________________________ Christopher T. Screen Incorporator EX-3 20 a0850131b.txt Effective as of July 26, 2000 Exhibit B-31(b) ENTERGY RESOURCES, INC. BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Resources, Inc. (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 21 a0850132a.txt Exhibit B-32(a) CERTIFICATE OF INCORPORATION OF ENTERGY POWER GAS HOLDINGS CORPORATION THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware does hereby certify as follows: FIRST: The name of the Corporation is Entergy Power Gas Holdings Corporation. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as presently in effect or as may hereafter be amended. FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 1,000 shares of capital stock having One Dollar ($1.00) par value per share and of one class; such class is hereby designated as common stock. FIFTH: No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment thereof or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to purchase or subscribe for or receive any bonds, debentures or other obligations which the Corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant to warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock, but all such additional issues of stock, rights, options, or of bonds, debentures or other obligations convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for or purchase any shares of stock may be issued and disposed of by the Board of Directors to such persons and upon such terms as in their absolute discretion they may deem advisable, subject only to such limitations as may be imposed in this Certificate of Incorporation or in any amendment thereto. SIXTH: An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before said meeting. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware or for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Except as otherwise provided herein, any such annual or special meeting of stockholders shall be held on a date and at a time and place as may be designated by or in the manner provided in the Bylaws. SEVENTH: The name and mailing address of the Incorporator is Christopher T. Screen, 639 Loyola Avenue, New Orleans, Louisiana 70113. EIGHTH: The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors shall be fixed and may be altered from time to time, as provided in the Bylaws. Election of Directors need not be by ballot unless the Bylaws so provide. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. NINTH: All corporate powers shall be exercised by the Board of Directors of the Corporation except as otherwise provided by law or by this Certificate of Incorporation or by any Bylaws from time to time passed by the stockholders (provided, however, that no Bylaw so created shall invalidate any prior act of the Directors which was valid in the absence of such Bylaw). In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized (a) to make, alter, amend, and repeal the Bylaws of the Corporation, subject to the power of the stockholders, to alter, amend or repeal such Bylaws, (b) to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation: (c) to determine the use and disposition of any surplus or net profits; and (d) to fix the times for the declaration and payment of dividends. TENTH: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular, special or committee meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ELEVENTH: When and as authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding, the Board of Directors may cause the Corporation to sell, lease or exchange all or substantially all, of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. TWELFTH: The Board of Directors may not cause the Corporation to merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation shall have been authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting called for that purpose, or authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding. THIRTEENTH: To the fullest extent permitted by the laws of the State of Delaware, or any other applicable law presently or hereafter in effect, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. Any repeal or modifications of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. FOURTEENTH: If after the date of adoption of this Certificate of Incorporation any provision of this Certificate of Incorporation is invalidated on any grounds by any court of competent jurisdiction, then only such provision shall be deemed inoperative and null and void and the remainder of this Certificate of Incorporation shall not be affected thereby. FIFTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, Directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of June, 2000. Incorporator: ___________________________ Christopher T. Screen 639 Loyola Avenue New Orleans, Louisiana 70113 EX-3 22 a0850132b.txt Exhibit B-32(b) BY-LAWS OF ENTERGY POWER GAS HOLDINGS CORPORATION ARTICLE I Offices The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside the State of Delaware and at such place or places as from time to time may be designated by the Board of Directors. ARTICLE III Meetings of Stockholders Section 1. Annual Meetings. Each annual meeting of the stockholders shall be held (i) at a time fixed by the Board of Directors, on the third Friday in May, if not a legal holiday; (ii) if a legal holiday, then at the same time on the next business day which is not a legal holiday; or (iii) at such date and time during such calendar year as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The annual meeting of the stockholders shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors and stated in the notice of the meeting. At each such meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may come before the meeting. Written notice of the time and place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his or her address as the same appears on the stock ledger of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are special statutory provisions, and for such other purposes as required or permitted by the Certificate of Incorporation or otherwise, whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. Except as otherwise expressly required by the laws of the State of Delaware or the Certificate of Incorporation, written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his or her address as the same appears on the stock ledger of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. Section 3. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware or the Certificate of Incorporation, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the common stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the common stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 4. Voting. Each holder of record of the common stock of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of common stock standing in his or her name on the books of the Corporation, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his or her duly authorized attorney, and filed with the Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, the holders of the common stock of the Corporation shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a stockholders' meeting. The vote on all elections of Directors and other questions before the meeting need not be by ballot, except upon demand by the holders of the majority of the shares of the common stock of the Corporation present in person or by proxy. When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the shares of the common stock of the Corporation and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such provision shall govern and control the decision of such question. Whenever the vote of the holders of the common stock of the Corporation at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. Section 5. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 6. Organization. The Chairman of the Board or the President, or in their absence, any Vice President, shall call to order meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting. ARTICLE IV Directors Section 1. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the laws of the State of Delaware, the Certificate of Incorporation, and any By-Laws from time to time passed by the stockholders; provided, however, that no By-Law so created shall invalidate any prior act of the Directors which was valid in the absence of such By-Law. Section 2. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors at any regular or special meeting. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified. Section 3. Vacancies. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. Section 4. Removal. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. Section 5. Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as may be provided by resolution of the Board of Directors, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute a meeting, provided a quorum is present. In the event that such first meeting of the newly elected Board of Directors is not held at the time and place authorized by the foregoing provision, the meeting may be held at such time and place as shall be specified in a notice given by the Sole Incorporator or as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all the Directors. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolutions of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President on reasonable notice as provided in these By- Laws, and such meetings shall be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall be specified in the notice thereof. Directors present thereat, by majority vote, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. Section 6. Notice of Meetings. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by personal delivery or by mail or by telegram, in any case at least forty-eight (48) hours before the time fixed for the meeting. At any meeting at which all Directors shall be present, or at which all Directors not present have waived notice in writing, the giving of notice as above described may be dispensed with. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. Section 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these By- Laws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. Section 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By- Laws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 8 of Article IV shall constitute presence in person at such meeting. Section 9. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. ARTICLE V 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, appoint an Executive Committee of not less than two or more than five members, to serve during the pleasure of the Board of Directors, to consist of the Chairman of the Board, and such additional Director(s) as the Board of Directors may from time to time designate. The Chairman of the Board of the Corporation shall be Chairman of the Executive Committee. Section 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 fullest extent permitted by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The taking of 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. In the absence or disqualification of a member of any committee (including the Executive Committee), the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. ARTICLE VI Officers Section 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board, a Chief Executive Officer, and/or a Chief Operating Officer, and shall elect a President, a Secretary, a Treasurer, and in their discretion, one or more Vice Presidents. The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of the stockholders (other than the initial officers elected by unanimous consent of the initial Board of Directors), and each shall hold his or her office until his or her successor shall have been duly elected and qualified or until he or she shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. He or she shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the President shall have been designated chief executive officer of the Corporation, by the President. Section 3. President. The President shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors or by the Executive Committee, or if the Chairman of the Board shall have been designated chief executive officer of the Corporation, by the Chairman of the Board. At any time when the office of the Chairman of the Board shall be vacant or if the Board of Directors shall not elect a Chairman of the Board, the President of the Corporation shall be the chief executive officer of the Corporation. Section 4. Vice Presidents. Each Vice President shall have such powers and shall perform such duties and from time to time may be conferred upon or assigned to him by the Board of Directors or as may be delegated to him by the Chairman of the Board (if chief executive officer) or the President. Section 5. Secretary. The Secretary, or in the absence or inavailability of the Secretary, an Assistant 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 the law and these By- Laws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became owners thereof. Section 6. 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 Board of Directors or by the Treasurer if so authorized by the Board of Directors; 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 on the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board (if chief executive officer), the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock 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 by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. Section 7. Tax Officers. The Tax Officer shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Corporation. Section 8. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 the chief executive officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof. Section 9. Transfer of Duties. The Board of Directors in its absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these By-Laws, except as otherwise provided by the laws of the State of Delaware. Section 10. Vacancies, Absences. If the office of Chairman of the Board, President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may, but is not required to, choose a successor to hold office for the remainder of the unexpired term. Except when the law requires the act of a particular officer, the Board of Directors whenever necessary may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent 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 11. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Section 12. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Section 13. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the affirmative vote of the majority of the Board of Directors. No officer shall be prevented from receiving such salary or compensation by reason of the fact that he or she is also a Director of the Corporation. ARTICLE VII Contracts, Checks and Notes Unless the Board of Directors shall otherwise specifically direct, all contracts, checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be executed in the name of the Corporation by the Chairman of the Board, the President, a Vice President, Secretary or Treasurer or any officer as may be designated by the Board of Directors. ARTICLE VIII Capital Stock Section 1. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him or her and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Section 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware . Section 4. Lost Certificates Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his or her legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE IX Dividends Dividends upon the common stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the common stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X Waiver of Notice Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto, unless expressly provided otherwise in such statute, Certificate of Incorporation or these By-Laws. ARTICLE XI Seal The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware", or shall be in such other form as the Board of Directors may prescribe. ARTICLE XII Fiscal Year The fiscal year of the Corporation shall be the calendar year. ARTICLE XIII Indemnification; Advancement of Expenses; Insurance and Other Funding Arrangements Section 1. Mandatory Indemnification - Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("Action"), whether civil, criminal, administrative or investigative (other than an Action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such Action if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Action, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal Action, had reasonable cause to believe that his or her conduct was unlawful. The right to indemnification under this Section 1 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 2. Mandatory Indemnification - Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such Action if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification under these By-Laws shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. The right to indemnification under this Section 2 of Article XII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 3. Mandatory Indemnification - Successful Party. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Action referred to in Sections 1 or 2 of this Article XIII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The right to indemnification under this Section 3 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 4. Permissive Indemnification. Except as otherwise expressly provided in Section 2 of this Article XIII, the Corporation may also indemnify any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all or part of any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Action if it shall be determined in accordance with the applicable procedures set forth in Section 5 that such person is fairly and reasonably entitled to such indemnification. Section 5. Procedure. Any indemnification under the foregoing provisions of this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2, or is entitled to indemnification under Section 4, of this Article XIII. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum, as defined in the Certificate of Incorporation or these By- Laws, consisting of Directors who are not or were not parties to any pending or completed Action giving rise to the proposed indemnification, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Section 6. Advance Payments. Expenses (including attorneys' fees) incurred or reasonably expected to be incurred by a Director or officer of the Corporation in defending any Action referred to in Sections 1 or 2 of this Article XIII shall be paid by the Corporation in advance of the final determination thereof upon receipt by the Corporation of his or her written request therefor and his or her written promise to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized or required by this Article XIII. The right of Directors and officers to advancement of expenses under this Section 6 of Article XIII shall be a contract right that may be enforced in any lawful manner by a Director or officer of the Corporation. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 7. Provisions Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses, may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XIII. Section 9. Other Arrangements. The Corporation also may obtain a letter of credit, act as a self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. Section 10. Severability. If this Article XIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person as to whom the Corporation has agreed to grant indemnity, as to liabilities and expenses, and amounts paid or to be paid in settlement with respect to any proceeding, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article XIII that shall not have been invalidated and to the full extent permitted by applicable law. Section 11. Miscellaneous. (a) For the purposes of this Article XIII, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a Director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as he or she would if he had served the resulting or surviving corporation in the same capacity. (b) For purposes of this Article XIII, references to "other enterprises" shall include employee benefit plans; references to "fines' shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any services as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article XIII. (c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIV General Provisions Section 1. The Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation may attend any meeting of the holders of stock or other securities of any other corporation, any of whose stock or other securities are held by the Corporation, and cast the votes which the Corporation is entitled to cast as a stockholder or otherwise at such meeting, or may consent in writing to any action by any such corporation, and may execute on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or appropriate. Any of the foregoing acts or functions may also be performed by any one or more of such persons as shall from time to time be authorized by the Board of Directors or by a writing executed by the chief executive officer of the Corporation. Section 2. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall from time to time designate, and shall be drawn out only by signed checks or by telephonic or other electronic advice given and subsequently confirmed by means which the bank or trust company may require, by persons designated in a resolution or resolutions of the Board of Directors or by such other persons designated by a writing executed by persons authorized to so designate in a resolution or resolutions of the Board of Directors. Section 3. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegraph, and any such notice shall be deemed to be given when delivered to an office of the transmitting company with all charges prepaid. Section 4. Alterations, amendments or repeals of these By-Laws, or any of them, may be made by a majority of the stockholders entitled to vote at any meeting thereof, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at any meeting thereof, provided notice of such alteration, amendment or repeal has been given to each Director in writing. No notice of any alteration, amendment or repeal need be given if adopted by action taken at a meeting duly held on waiver of notice. EX-3 23 a0850133a.txt Exhibit B-33(a) Certificate of Incorporation of Entergy Procurement Exchange Holding Corporation FIRST: The name of the Corporation is Entergy Procurement Exchange Holding Corporation (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o Griffin Corporate Services, Inc., 300 Delaware Avenue, 9th Floor DE5043, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that address is Griffin Corporate Services, Inc.. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is three thousand 3,000 shares of capital stock having $.01 par value per share and of one class; such class is hereby designated as common stock. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than one (1) nor more than fifteen (15) directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. A director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Vacancies occurring in the Board of Directors and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be elected and qualified. SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and by any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by the holders of not less than the greater of (a) a majority of the outstanding stock of the Corporation entitled to vote thereon and (b) that number of shares of stock of the Corporation that would be required to take such action at a special or annual meeting of stockholders where holders of all outstanding stock of the Corporation were present, setting forth the action to be taken. Special meetings of the stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer of the Corporation, a majority of the members of the entire Executive Committee of the Board of Directors, if there shall be one, or by the holders of not less than a majority of the outstanding stock of the Corporation entitled to vote at the special meeting. EIGHTH: A. To the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director of this Corporation for any act or omission of such director occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. B. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B of Article EIGHTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the to advancement of expenses to employees and agents of the Corporation who are not directors or officers similar to those conferred in this Section B of Article EIGHTH to directors and officers of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section B of Article EIGHTH shall not be exclusive of any other right which any person may have hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors, or otherwise. Any repeal or modification of this Section B of Article EIGHTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation existing pursuant to this Section B of Article EIGHTH with respect to any acts or omissions occurring prior to such repeal or modification. C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any the mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. NINTH: Each of the directors of the Corporation may be removed from office at any time, with or without cause, but a director may be removed without cause only by the affirmative vote of the holders of not less than two-thirds of the outstanding stock of the Corporation then entitled to vote for the election of such director. TENTH: The name of the Incorporator is Christopher T. Screen and hismailing address is c/o Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113. ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of May 2000. _______________________________ Christopher T. Screen - Incorporator Witness: ________________________________ EX-3 24 a0850133b.txt Exhibit B-33(b) ENTERGY PROCUREMENT EXCHANGE HOLDING CORPORATION BYLAWS ARTICLE I. OFFICES. The registered office of Entergy Procurement Exchange Holding Corporation (hereinafter, the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II. MEETINGS OF STOCKHOLDERS. SECTION 1. Place of Meetings. All meetings of stockholders, whether annual or special, shall be held at such places either within or without the State of Delaware, as shall have been fixed by the Board of Directors and set forth in the notice of meeting. 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 resolution of the Board of Directors. With respect to any such annual meeting of stockholders, the Corporation shall solicit proxies, relating to all matters proposed by the management of the Corporation at the time of such solicitation, to be submitted for action at said annual meeting, from the holders of all securities of the Corporation entitled to vote at such annual meeting. SECTION 3. Special Meetings. Special meetings of the stockholders may be held at any time upon the call of a majority of the entire Board of Directors, the Chairman of the Board, the person, if any, designated by the Board of Directors as the Chief Executive Officer, a majority of the entire Executive Committee of the Board of Directors, if there should be one, or by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting. The notice of each special meeting shall state the place, date, hour, and purpose or purposes of the proposed meeting, and the business transacted at such meeting shall be confined to such purpose or purposes. Such written notice shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. In the event that a special meeting is called by the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting in accordance with the provisions of the Articles of Incorporation and this Section 3 of Article II, the Board of Directors shall, within ten days of receipt of such call (i) fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (ii) set a special meeting date, which meeting date shall be not less than ten nor more than sixty days after the record date established pursuant to clause (i). SECTION 4. Stockholders' Lists. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed in the principal business office of the Corporation, and shall be open to the examination of any stockholder, during the usual hours for business at least ten days before any meeting, at the place where such meeting is to be held, or at another location within the city where such meeting is to be held specified in the notice, and shall be available at the time and place of such meeting and open to the examination of any stockholder. SECTION 5. Notice. A written or printed notice, signed by the Chairman of the Board, the President, a Vice President, the Secretary or an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the time, place and purpose or purposes of every meeting of stockholders shall be served upon or mailed or caused to be mailed, postage prepaid, by the Secretary or the officer performing his duties not less than ten nor more than sixty days before such meeting to each stockholder of record entitled to vote at each shareholder's address as it appears upon the stock book of the Corporation. SECTION 6. 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, 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 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. SECTION 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 9 of Article IV shall constitute presence in person at such meeting. 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 successor is duly elected and qualified or until the earlier death, resignation or removal of such Director. SECTION 3. Resignations. Any Director may resign at any time by giving notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer. SECTION 4. Meetings Notice. Meetings of the Board of Directors shall be held at such place, within or without the State of Delaware, 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. Meetings may be held at any time upon the call of the Chief Executive Officer of the Corporation, the Secretary of the Corporation, or any two of the Directors by oral, telegraphic or written notice, duly given, or sent or mailed to each Director not less than twenty-four hours before such meeting. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by resolution of the Board. ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. SECTION 1. Executive Committee. The Board of Directors may appoint an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board. SECTION 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 all the powers of the Board in the management and direction of the business and affairs of the Corporation. The taking of action by the Executive Committee shall be conclusive evidence that the Board 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 at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board; 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, may appoint other committees for any purpose or purposes, and such committees shall have powers as shall be conferred by the resolution of appointment. ARTICLE V. OFFICERS. SECTION 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer and, in their discretion, may elect one or more Vice Presidents. Whenever the Board of Directors shall elect both a Chairman of the Board and a President, the Board of Directors shall, by resolution, designate one of them as the chief executive officer of the Corporation who, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. SECTION 2. Chairman of the Board. If a Chairman of the Board is elected by the Board of Directors, he shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the Chairman of the Board is not the designated Chief Executive Officer of the Corporation, by such Chief Executive Officer. SECTION 3. President. The President shall perform duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if any such President is not designated the Chief Executive Officer of the Corporation, by the Chief Executive Officer. SECTION 4. 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 by the Board of Directors or the Executive Committee, or as may be delegated to him by the Chief Executive Officer. SECTION 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, 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 name, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. SECTION 6. 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 Board of Directors; 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 under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, certificates of stock 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 by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President, the Board of Directors or the Executive Committee. SECTION 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 subordinate officers and to prescribe the powers and duties thereof. SECTION 8. Vacancies. Absences. Any vacancy in any of the above offices may be filled for the unexpired portion of the term 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 one absent 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 9. Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, 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. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue, and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. SECTION 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 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 the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President and by the Treasurer or any Assistant Treasurer, or shall be signed by such other officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors, the Executive Committee, or any officer or officers, person or persons, as shall be designated 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 the Chief Executive Officer, the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or the Executive Committee or by the Chief Executive Officer, Chairman of the Board, the President, or any officer or officers, person or persons, as shall be designated by the Board of Directors. SECTION 3. Voting of Stock and Execution of Proxies. The Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or any other officer of the Corporation designated by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, shall be authorized to attend any meeting of the stockholders of any other corporation in which the Corporation is an owner of stock and to vote such stock upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman of the Board or the President or any Vice President may sign and issue proxies to vote shares of stock of other corporations owned by the Corporation. ARTICLE VIII. WAIVERS. Whenever under the provisions of these Bylaws or of any law the stockholders or Directors are authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, such meeting or action may be held or taken without notice and without such lapse of time, on written waiver of such notice and lapse of time signed by every person entitled to such notice or by his attorney or attorneys thereunto authorized, either before or after the meeting or action to which such notice relates. ARTICLE IX. SEAL. The seal 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 X. INDEMNIFICATION. SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article X the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article X, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article X, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or proceeding, or (iii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article X shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified. SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article X, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term ''another enterprise'' as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article X. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article X, as the case may be. Neither a contrary determination in the specify case under Section 3 of this Article X nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. SECTION 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within fourteen days after receipt by the Corporation of a written statement from such director or officer requesting such an advancement, together with an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article X. SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article X shall be made to the fullest extent permitted by law. The provisions of this Article X shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article X but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. SECTION 8. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware or the provisions of this Article X. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. SECTION 9. Certain Definitions. For purposes of this Article X, references to ''the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article X, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation'' shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article X. SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article X to directors and officers of the Corporation. SECTION 13. Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article X shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation arising hereunder for claims relating to matters occurring prior to such repeal or modification. SECTION 14. Separability. If this Article X or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XI. AMENDMENTS. SECTION 1. Amendments. Subject to the provisions of applicable law and of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws adopted either (1) at any annual or special meeting of the stockholders at which a quorum is present or represented, provided notice of the proposed amendment shall have been contained in the notice of meeting, or (2) by the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of the proposed amendment shall have been given. * * * * * * * EX-3 25 a0850134a.txt Exhibit B-34(a) [EPIC LLC] LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY INTERNATIONAL HOLDINGS LTD LLC This Limited Liability Company Agreement (this "Agreement") of Entergy International Holdings Ltd LLC is entered into by Entergy Corporation, a Delaware corporation, as the member (the "Member"). The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. 18- 101, et seq.), as amended from time to time (the "Act"), and hereby agrees as follows: 1. Name and Member. The name of the limited liability company formed hereby is Entergy International Holdings Ltd LLC (the "Company"). The sole member of the Company is Entergy Corporation. Entergy Corporation, as the sole member of the Company, shall own all of the limited liability company interests in the Company (the "Shares"). The Company is authorized to issue 1,000 Shares. The Company hereby issues 100 Shares to Entergy Corporation. The Member, on behalf of the Company, shall cause the Company to issue to Entergy Corporation a certificate representing the Shares owned by it. Such certificate shall be signed on behalf of the Company by the Chairman or Vice Chairman of the Board of Directors of Entergy Corporation (who is the sole member of the Company), if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of Entergy Corporation, certifying the number of Shares owned by Entergy Corporation in the Company. Any or all of the signatures on the certificate may be a facsimile. In case any officer of Entergy Corporation 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 at the date of issue. 2. Governmental Certificates. Entergy Corporation, as an authorized person within the meaning of the Act, shall execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act. 4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; d. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. 5. Principal Business Office. The principal business office of the Company shall be located at such location as may be determined by the Member. 6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 8. Member. The name and the mailing address of the Member are as follows: Name Address Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 10. Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The Member shall, at such time as it in its sole discretion determines, contribute to the Company all of the limited liability company interests that it owns in Entergy International Ltd LLC, a Delaware limited liability company ("EPDIC LLC"). Without the need for the consent of any person or entity, the Company, and each Officer and the Member on behalf of the Company, acting singly or jointly, are hereby authorized to cause the Company to execute, deliver and perform the limited liability company agreement of EPDIC LLC, as the same may be amended from time to time. The Company is hereby authorized to and shall become a member of EPDIC LLC and exercise all rights and to perform all duties associated with being a member of EPDIC LLC. 11. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. The Member may make additional capital contributions to the Company in the sole discretion of the Member. 12. Allocation of Profits and Losses. The Company's profits and losses shall be allocated to the Member. 13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 14. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company. 15. Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the "Officers") and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. 16. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 17. Exculpation and Indemnification. No Member or Officer shall be liable to the Company, any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member's or Officer's willful misconduct. To the full extent permitted by applicable law, a Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 18. Assignments. A Member may assign in whole or in part its Shares with the written consent of the Member. If a Member transfers all of its Shares pursuant to this Section 18, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 19. Resignation. A Member may resign from the Company with the written consent of the Member. If a Member is permitted to resign pursuant to this Section 19, an additional member shall be admitted to the Company, subject to Section 20, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company. 20. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member. 21. Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) Except to the extent set forth in Section 21(a) of this Agreement, the occurrence of any event that terminates the continued membership of a Member in the Company shall not cause the dissolution of the Company, and, upon the occurrence of such an event, the business of the Company shall continue without dissolution. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. (d) Except as set forth in this Section 21, the Company shall have perpetual existence. 22. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof. 24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 25. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 20th day of August, 1997. ENTERGY CORPORATION, as Member By:________________________________ Name: Title: AMENTMENT NO. 1 LIMITED LIABILITY COMPANY OF ENTERGY INTERNATIONAL HOLDINGS LTD LLC. Effective August 20, 1997 Entergy Corporation as sole member of Entergy International Holdings LTD LLC hereby amends the Limited Liability Agreement of Entergy International Holdings LTD LLC (this "Agreement"). Section 13 is amended and restated is its entirety as follows: Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts as determined by any officer of the Company. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to a Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has executed this Amendment No. 1 as of 12th day of March, 1998. ENTERGY CORPORATION, as Member By: /s/ Louis E. Buck Name: Louis E. Buck Title: Vice President EX-3 26 a0850135a.txt Exhibit B-35(a) CERTIFICATE OF INCORPORATION OF ENTERGY GLOBAL POWER OPERATIONS CORPORATION THE UNDERSIGNED, in order to form a corporation for the purposes herinafter states, under and pursuant to the provisions of the General Corporation Law of the State of Delaware does hereby certify as follows: FIRST: The name of the Corporation is Entergy Global Power Operations Corporation SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporaiton is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as presently in effect or as may hereafter be amended. FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 1,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock. FIFTH: No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment thereof or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to purchase or subscribe for, or receive any bonds, debentures or other obligations which the Corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock, but all such additional issues of stock, rights, options, or of bonds, debentures or other obligations convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for or purchase any shares of stock may be issued and disposed of by the Board of Directors to such persons and upon such terms as in their absolute discretion they may deem advisable, subject only to such limitations as may be imposed in this Certificate of Incorporation or in any amendment thereto. SIXTH: An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before said meeting. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware or for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Except as otherwise provided herein, any such annual or special meeting of stockholders shall be held on a date and at a time and place as may be designated by or in the manner provided in the By- Laws. SEVENTH: The name and mailing address of the Incorporator is Ricardo Orozco, 4 Park Plaza, Suite 2000, Irvine, California 92614. EIGHTH: The number of Directors which shall constitute the whole Board shall be not be less than one (1) nor more than ten (10). Within such limits, the number of Directors shall be fixed and may be altered from time to time, as provided in the By-Laws. Election of Directors need not be by ballot unless the By- Laws so provide. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholder of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, all or any of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. NINTH: All corporate powers shall be exercised by the Board of Directors of the Corporation except as otherwise provided by law or by this Certificate of Incorporation or by any By- Laws from time to time passed by the stockholders (provided, however, that no By-Law so created shall invalidate any prior act of the Directors which was valid in the absence of such By-Law). In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized (a) to make, alter, amend, and repeal the By-Laws of the Corporation, subject to the power of the stockholders, to alter, amend or repeal such By-Laws, (b) to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation: (c) to determine the use and disposition of any surplus or net profits; and (d) to fix the times for the declaration and payment of dividends. TENTH: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular, special or committee meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. EVEVENTH: When and as authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding, the Board of Directors may cause the Corporation to sell, lease or exchange all or substantially all, of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. TWELFTH: The Board of Directors may not cause the Corporation to merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation shall have been authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting called for that purpose, or authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding. THIRTEENTH: To the fullest extent permitted by the laws of the State of Delaware, or any other applicable law presently or hereafter in effect, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. FOURTEENTH: If after the date of adoption of this Certificate of Incorporation any provision of this Certificate of Incorporation is invalidated on any grounds by any court of competent jurisdiction, then only such provision shall be deemed inoperative and null and void and the remainder of this Certificate of Incorporation shall not be affected thereby. FIFTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, Directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of December, 1997. Incorporator: /s/ Ricardo Orozco Ricardo Orozco 4 Park Plaza Suite 2000 Irvine, California 92614 EX-3 27 a0850135b.txt Exhibit B-35(b) BYLAWS OF Entergy Global Power Operations Corporation ARTICLE I Offices The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside the State of Delaware and at such place or places as from time to time may be designated by the Board of Directors. ARTICLE III Meetings of Stockholders Section 1. Annual Meetings. Each annual meeting of the stockholders shall be held (I) at a time fixed by the Board of Directors, on the third Friday in May, if not a legal holiday; (ii) if a legal holiday, then at the same time on the next business day which is not a legal holiday; or (iii) at such date and time during such calendar year as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The annual meeting of the stockholders shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors and stated in the notice of the meeting. At each such meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may come before the meeting. Written notice of the time and place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more then sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him to be mailed to some other address, in which case it shall be mailed to the address designated in such request. Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are special statutory provisions, and for such other purposes as required or permitted by the Certificate of Incorporation or otherwise, whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. Except as otherwise expressly required by the laws of the State of Delaware or the Certificate of Incorporation, written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less then ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him to be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which al stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. Section 3. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware or the Certificate of Incorporation, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the common stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the common stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 4. Voting. Each holder of record of the common stock of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of common stock standing in his name on the books of the Corporation, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his duly authorized attorney, and filed with the Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, the holders of the common stock of the Corporation shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a stockholders' meeting. The vote on all elections of Directors and other questions before the meeting need not be by ballot, except upon demand by the holders of the majority of the shares of the common stock of the Corporation present in person or by proxy. When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the shares of the common stock of the Corporation and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such provision shall govern and control the decision of such question. Whenever the vote of the holders of the common stock of the Corporation at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. Section 5. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 6. Organization. The Chairman of the Board or the President, or in their absence, any Vice President, shall call to order meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting. ARTICLE IV Directors Section 1. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the laws of the State of Delaware, the Certificate of Incorporation, and any Bylaws from time to time passed by the stockholders; provided, however, that no Bylaw so created shall invalidate any prior act of the Directors which was valid in the absence of such Bylaw. Section 2. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors at any regular or special meeting. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified. Section 3. Vacancies. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. Section 4. Removal. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. Section 5. Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as may be provided by resolution of the Board of Directors, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute a meeting, provided a quorum is present. In the event that such first meeting of the newly elected Board of Directors is not held at the time and place authorized by the foregoing provision, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all the Directors. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolutions of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President on reasonable notice as provided in these Bylaws, and such meetings shall be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall be specified in the notice thereof. Directors present thereat, by majority vote, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the affirmative vote of majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. Section 6. Notice of Meetings. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by personal delivery or by mail or by telegram, in any case at least forty-eight (48) hours before the time fixed for the meeting. At any meeting at which all Directors shall be present, or at which all Directors not present have waived notice in writing, the giving of notice as above described may be dispensed with. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. Section 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. Section 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 8 of Article IV shall constitute presence in person at such meeting. Section 9. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. ARTICLE V 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, appoint an Executive Committee of not less than two or more then five members, to serve during the pleasure of the Board of Directors, to consist of the Chairman of the Board, and such additional Director(s) as the Board of Directors may from time to time designate. The Chairman of the Board of the Corporation shall be Chairman of the Executive Committee Section 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 fullest extent permitted by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The taking of 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 powers as shall be conferred by the resolution of appointment. In the absence or disqualification of a member of any committee (including the Executive Committee), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. ARTICLE VI Officers Section 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board, a Chief Executive Officer, and/or a Chief Operating Officer, and shall elect a President, a Secretary, a Treasurer, and in their discretion, one or more Vice Presidents. The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of the stockholders (other than the initial officers elected by unanimous consent of the initial Board of Directors), and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. He shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the President shall have been designated chief executive officer of the Corporation, by the President. Section 3. President. The President shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors or by the Executive Committee, or if the Chairman of the Board shall have been designated chief executive officer of the Corporation, by the Chairman of the Board. At any time when the office of the Chairman of the Board shall be vacant or if the Board of Directors shall not elect a Chairman of the Board, the President of the Corporation shall be the chief executive officer of the Corporation. Section 4. 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 by the Board of Directors or as may be delegated to him by the Chairman of the Board (if chief executive officer) or the President. Section 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chairman of the Board (if the chief executive officer), the President or the Board of Directors. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became the owners thereof. Section 6. 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 Board of Directors or by the Treasurer if so authorized by the Board of Directors; 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 on the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board (if chief executive officer), the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock 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 by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. Section 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 the chief executive officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof. Section 8. Transfer of Duties. The Board of Directors in its absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these Bylaws, except as otherwise provided by the laws of the State of Delaware. Section 9. Vacancies, Absences. If the office of Chairman of the Board, President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may, but is not required to, choose a successor to hold office for the remainder of the unexpired term. Except when the law requires the act of a particular officer, the Board of Directors whenever necessary may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent 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 10. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Section 11. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Section 12. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the affirmative vote of the majority of the Board of Directors. No officer shall be prevented from receiving such salary or compensation by reason of the fact that he is also a Director of the Corporation. ARTICLE VII Contracts, Checks and Notes Unless the Board of Directors shall otherwise specifically direct, all contracts, checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be executed in the name of the Corporation by the Chairman of the Board, the President, a Vice President, Secretary or Treasurer or any officer as may be designated by the Board of Directors. ARTICLE VII Capital Stock Section 1. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. Section 4. Lost Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE XI Dividends Dividends upon the common stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the common stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE XII Waiver of Notice Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto, unless expressly provided otherwise in such statute, Certificate of Incorporation or these Bylaws. ARTICLE XIII Seal The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware," or shall be in such other form as the Board of Directors may prescribe. ARTICLE XIV Fiscal Year The fiscal year of the Corporation shall be the calendar year. ARTICLE XV Indemnification; Advancement of Expenses; Insurance and Other Funding Arrangements Section 1. Mandatory Indemnification - Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("Action"), whether civil, criminal, administrative or investigative (other than an Action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal Action, had reasonable cause to believe that his conduct was unlawful. The right to indemnification under this Section 1 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 2. Mandatory Indemnification - Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such Action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification under these Bylaws shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. The right to indemnification under this Section 2 of Article XII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 3. Mandatory Indemnification - Successful Party. To the extent that a Director or officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Action referred to in Sections 1 and 2 of this Article XIII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. The right to indemnification under this Section 3 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 4. Permissive Indemnification. Except as otherwise expressly provided in Section 2 of this Article XIII, the Corporation may also indemnify any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all or part of any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Action if it shall be determined in accordance with the applicable procedures set forth in Section 5 that such person is fairly and reasonably entitled to such indemnification. Section 5. Procedure. Any indemnification under the foregoing provisions of this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 or is entitled to indemnification in Section 4, of this Article XIII. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum as defined in the Certificate of Incorporation or these Bylaws, consisting of Directors who are not or were not parties to any pending or completed Action giving rise to the proposed indemnification, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Section 6. Advance Payments. Expenses (including attorneys' fees) incurred or reasonably expected to be incurred by a Director or officer of the Corporation in defending any Action referred to in Sections 1 or 2 of this Article XIII shall be paid by the Corporation in advance of the final determination thereof upon receipt by the Corporation of his written request therefor and his written promise to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized or required by this Article XIII. The right of Directors and officers to advancement of expenses under this Section 6 of Article XIII shall be a contract right that may be enforced in any lawful manner by a Director or officer of the Corporation. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 7. Provisions Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses, may be entitled under any law, by- law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XIII. Section 9. Other Arrangements. The Corporation also may obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. Section 10. Severability. If this Article XIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person as to whom the Corporation has agreed to grant indemnity, as to liabilities and expenses, and amounts paid or to be paid in settlement with respect to any proceeding, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article XIII that shall not have been invalidated and to the full extent permitted by applicable law. Section 11. Miscellaneous. (a) For the purposes of this Article XIII, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a Director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. (b) For purposes of this Article XIII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article XIII. (c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIV General Provisions Section 1. The Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation may attend any meeting of the holders of stock or other securities of any other corporation, any of whose stock or other securities are held by the Corporation, and cast the votes which the Corporation is entitled to cast as a stockholder or otherwise at such meeting, or may consent in writing to any action by any such corporation, and may execute on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or appropriate. Any of the foregoing acts or functions may also be performed by any one or more of such persons as shall from time to time be authorized by the Board of Directors or by a writing executed by the chief executive officer of the Corporation. Section 2. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall from time to time designate, and shall be drawn out only by signed checks or by telephonic or other electronic advice given and subsequently confirmed by means which the bank or trust company may require, by persons designated in a resolution or resolutions of the Board of Directors or by such other persons designated by a writing executed by persons authorized to so designate in a resolution or resolutions of the Board of Directors. Section 3. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegraph, and any such notice shall be deemed to be given when delivered to an office of the transmitting company with all charges prepaid. Section 4. Alterations, amendments or repeals of these Bylaws, or any of them, may be made by a majority of the stockholders entitled to vote at any meeting thereof, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at any meeting thereof, provided notice of such alteration, amendment or repeal has been given to each Director in writing. No notice of any alteration, amendment or repeal need be given if adopted by action taken at a meeting duly held on waiver of notice. EX-3 28 a0850136a.txt Exhibit B-36(a) CERTIFICATE OF INCORPORATION OF ENTERGY POWER HOLDINGS USA CORPORATION THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware does hereby certify as follows: FIRST: The name of the Corporation is Entergy Power Holdings USA Corporation. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as presently in effect or as may hereafter be amended. FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 1,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock. FIFTH: No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment thereof or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to purchase or subscribe for or receive any bonds, debentures or other obligations which the Corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant to warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock, but all such additional issues of stock, rights, options, or of bonds, debentures or other obligations convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for or purchase any shares of stock may be issued and disposed of by the Board of Directors to such persons and upon such terms as in their absolute discretion they may deem advisable, subject only to such limitations as may be imposed in this Certificate of Incorporation or in any amendment thereto. SIXTH: An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before said meeting. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware or for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Except as otherwise provided herein, any such annual or special meeting of stockholders shall be held on a date and at a time and place as may be designated by or in the manner provided in the Bylaws. SEVENTH: The name and mailing address of the Incorporator is Charles Schultz, Parkwood Two Building, Suite 500, 10055 Grogans Mill Road, The Woodlands, TX 77380. EIGHTH: The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors shall be fixed and may be altered from time to time, as provided in the Bylaws. Election of Directors need not be by ballot unless the Bylaws so provide. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. NINTH: All corporate powers shall be exercised by the Board of Directors of the Corporation except as otherwise provided by law or by this Certificate of Incorporation or by any Bylaws from time to time passed by the stockholders (provided, however, that no Bylaw so created shall invalidate any prior act of the Directors which was valid in the absence of such Bylaw). In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized (a) to make, alter, amend, and repeal the Bylaws of the Corporation, subject to the power of the stockholders, to alter, amend or repeal such Bylaws, (b) to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation: (c) to determine the use and disposition of any surplus or net profits; and (d) to fix the times for the declaration and payment of dividends. TENTH: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular, special or committee meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ELEVENTH: When and as authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding, the Board of Directors may cause the Corporation to sell, lease or exchange all or substantially all, of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. TWELFTH: The Board of Directors may not cause the Corporation to merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation shall have been authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting called for that purpose, or authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding. THIRTEENTH: To the fullest extent permitted by the laws of the State of Delaware, or any other applicable law presently or hereafter in effect, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. Any repeal or modifications of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. FOURTEENTH: If after the date of adoption of this Certificate of Incorporation any provision of this Certificate of Incorporation is invalidated on any grounds by any court of competent jurisdiction, then only such provision shall be deemed inoperative and null and void and the remainder of this Certificate of Incorporation shall not be affected thereby. FIFTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, Directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand this 24 day of February 1999. Incorporator: ___________________________ Charles Schultz Parkwood Two Building, Suite 500 10055 Grogans Mill Road The Woodlands, TX 77380 EX-3 29 a0850136b.txt Exhibit B-36(b) BYLAWS OF Entergy Power Holdings USA Corporation ARTICLE I Offices The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside the State of Delaware and at such place or places as from time to time may be designated by the Board of Directors. ARTICLE III Meetings of Stockholders Section 1. Annual Meetings. Each annual meeting of the stockholders shall be held (i) at a time fixed by the Board of Directors, on the third Friday in May, if not a legal holiday; (ii) if a legal holiday, then at the same time on the next business day which is not a legal holiday; or (iii) at such date and time during such calendar year as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The annual meeting of the stockholders shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors and stated in the notice of the meeting. At each such meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may come before the meeting. Written notice of the time and place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are special statutory provisions, and for such other purposes as required or permitted by the Certificate of Incorporation or otherwise, whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. Except as otherwise expressly required by the laws of the State of Delaware or the Certificate of Incorporation, written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his address as the same appears on the stock ledger of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. Section 3. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware or the Certificate of Incorporation, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the common stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the common stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 4. Voting. Each holder of record of the common stock of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of common stock standing in his name on the books of the Corporation, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his duly authorized attorney, and filed with the Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, the holders of the common stock of the Corporation shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a stockholders' meeting. The vote on all elections of Directors and other questions before the meeting need not be by ballot, except upon demand by the holders of the majority of the shares of the common stock of the Corporation present in person or by proxy. When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the shares of the common stock of the Corporation and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such provision shall govern and control the decision of such question. Whenever the vote of the holders of the common stock of the Corporation at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. Section 5. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 6. Organization. The Chairman of the Board or the President, or in their absence, any Vice President, shall call to order meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting. ARTICLE IV Directors Section 1. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the laws of the State of Delaware, the Certificate of Incorporation, and any Bylaws from time to time passed by the stockholders; provided, however, that no Bylaw so created shall invalidate any prior act of the Directors which was valid in the absence of such Bylaw. Section 2. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors at any regular or special meeting. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified. Section 3. Vacancies. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. Section 4. Removal. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. Section 5. Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as may be provided by resolution of the Board of Directors, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute a meeting, provided a quorum is present. In the event that such first meeting of the newly elected Board of Directors is not held at the time and place authorized by the foregoing provision, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all the Directors. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolutions of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President on reasonable notice as provided in these Bylaws, and such meetings shall be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall be specified in the notice thereof. Directors present thereat, by majority vote, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the affirmative vote of a majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. Section 6. Notice of Meetings. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by personal delivery or by mail or by telegram, in any case at least forty-eight (48) hours before the time fixed for the meeting. At any meeting at which all Directors shall be present, or at which all Directors not present have waived notice in writing, the giving of notice as above described may be dispensed with. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. Section 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. Section 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 8 of Article IV shall constitute presence in person at such meeting. Section 9. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. ARTICLE V 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, appoint an Executive Committee of not less than two or more than five members, to serve during the pleasure of the Board of Directors, to consist of the Chairman of the Board, and such additional Director(s) as the Board of Directors may from time to time designate. The Chairman of the Board of the Corporation shall be Chairman of the Executive Committee. Section 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 fullest extent permitted by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The taking of 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. In the absence or disqualification of a member of any committee (including the Executive Committee), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. ARTICLE VI Officers Section 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board, a Chief Executive Officer, and/or a Chief Operating Officer, and shall elect a President, a Secretary, a Treasurer, and in their discretion, one or more Vice Presidents. The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of the stockholders (other than the initial officers elected by unanimous consent of the initial Board of Directors), and each shall hold his office until his successor shall have been duly elected and qualified or until he shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. He shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the President shall have been designated chief executive officer of the Corporation, by the President. Section 3. President. The President shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors or by the Executive Committee, or if the Chairman of the Board shall have been designated chief executive officer of the Corporation, by the Chairman of the Board. At any time when the office of the Chairman of the Board shall be vacant or if the Board of Directors shall not elect a Chairman of the Board, the President of the Corporation shall be the chief executive officer of the Corporation. Section 4. Vice Presidents. Each Vice President shall have such powers and shall perform such duties and from time to time may be conferred upon or assigned to him by the Board of Directors or as may be delegated to him by the Chairman of the Board (if chief executive officer) or the President. Section 5. 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 the law and these Bylaws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became owners thereof. Section 6. 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 Board of Directors or by the Treasurer if so authorized by the Board of Directors; 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 on the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board (if chief executive officer), the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock 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 by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. Section 7. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 the chief executive officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof. Section 8. Transfer of Duties. The Board of Directors in its absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these Bylaws, except as otherwise provided by the laws of the State of Delaware. Section 9. Vacancies, Absences. If the office of Chairman of the Board, President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may, but is not required to, choose a successor to hold office for the remainder of the unexpired term. Except when the law requires the act of a particular officer, the Board of Directors whenever necessary may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent 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 10. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Section 11. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Section 12. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the affirmative vote of the majority of the Board of Directors. No officer shall be prevented from receiving such salary or compensation by reason of the fact that he is also a Director of the Corporation. ARTICLE VII Contracts, Checks and Notes Unless the Board of Directors shall otherwise specifically direct, all contracts, checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be executed in the name of the Corporation by the Chairman of the Board, the President, a Vice President, Secretary or Treasurer or any officer as may be designated by the Board of Directors. ARTICLE VIII Capital Stock Section 1. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware. Section 4. Lost Certificates Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE IX Dividends Dividends upon the common stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the common stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X Waiver of Notice Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto, unless expressly provided otherwise in such statute, Certificate of Incorporation or these Bylaws. ARTICLE XI Seal The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware", or shall be in such other form as the Board of Directors may prescribe. ARTICLE XII Fiscal Year The fiscal year of the Corporation shall be the calendar year. ARTICLE XIII Indemnification; Advancement of Expenses; Insurance and Other Funding Arrangements Section 1. Mandatory Indemnification - Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("Action"), whether civil, criminal, administrative or investigative (other than an Action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such Action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal Action, had reasonable cause to believe that his conduct was unlawful. The right to indemnification under this Section 1 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 2. Mandatory Indemnification - Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such Action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification under these Bylaws shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. The right to indemnification under this Section 2 of Article XII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 3. Mandatory Indemnification - Successful Party. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Action referred to in Sections I or 2 of this Article XIII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. The right to indemnification under this Section 3 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 4. Permissive Indemnification. Except as otherwise expressly provided in Section 2 of this Article XIII, the Corporation may also indemnify any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all or part of any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Action if it shall be determined in accordance with the applicable procedures set forth in Section 5 that such person is fairly and reasonably entitled to such indemnification. Section 5. Procedure. Any indemnification under the foregoing provisions of this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2, or is entitled to indemnification under Section 4, of this Article XIII. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum, as defined in the Certificate of Incorporation or these Bylaws, consisting of Directors who are not or were not parties to any pending or completed Action giving rise to the proposed indemnification, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Section 6. Advance Payments. Expenses (including attorneys' fees) incurred or reasonably expected to be incurred by a Director or officer of the Corporation in defending any Action referred to in Sections 1 or 2 of this Article XIII shall be paid by the Corporation in advance of the final determination thereof upon receipt by the Corporation of his written request therefor and his written promise to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized or required by this Article XIII. The right of Directors and officers to advancement of expenses under this Section 6 of Article XIII shall be a contract right that may be enforced in any lawful manner by a Director or officer of the Corporation. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 7. Provisions Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses, may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XIII. Section 9. Other Arrangements. The Corporation also may obtain a letter of credit, act as a self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. Section 10. Severability. If this Article XIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person as to whom the Corporation has agreed to grant indemnity, as to liabilities and expenses, and amounts paid or to be paid in settlement with respect to any proceeding, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article XIII that shall not have been invalidated and to the full extent permitted by applicable law. Section 11. Miscellaneous. (a) For the purposes of this Article XIII, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a Director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. (b) For purposes of this Article XIII, references to "other enterprises" shall include employee benefit plans; references to "fines' shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any services as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article XIII. (c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIV General Provisions Section 1. The Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation may attend any meeting of the holders of stock or other securities of any other corporation, any of whose stock or other securities are held by the Corporation, and cast the votes which the Corporation is entitled to cast as a stockholder or otherwise at such meeting, or may consent in writing to any action by any such corporation, and may execute on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or appropriate. Any of the foregoing acts or functions may also be performed by any one or more of such persons as shall from time to time be authorized by the Board of Directors or by a writing executed by the chief executive officer of the Corporation. Section 2. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall from time to time designate, and shall be drawn out only by signed checks or by telephonic or other electronic advice given and subsequently confirmed by means which the bank or trust company may require, by persons designated in a resolution or resolutions of the Board of Directors or by such other persons designated by a writing executed by persons authorized to so designate in a resolution or resolutions of the Board of Directors. Section 3. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegraph, and any such notice shall be deemed to be given when delivered to an office of the transmitting company with all charges prepaid. Section 4. Alterations, amendments or repeals of these Bylaws, or any of them, may be made by a majority of the stockholders entitled to vote at any meeting thereof, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at any meeting thereof, provided notice of such alteration, amendment or repeal has been given to each Director in writing. No notice of any alteration, amendment or repeal need be given if adopted by action taken at a meeting duly held on waiver of notice. EX-3 30 a0850137a.txt Exhibit B-37(a) CERTIFICATE OF INCORPORATION OF ENTERGY POWER E & C CORPORATION THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware does hereby certify as follows: FIRST: The name of the Corporation is Entergy Power E & C Corporation. SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as presently in effect or as may hereafter be amended. FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue is 3,000 shares of capital stock having no par value per share and of one class; such class is hereby designated as common stock. FIFTH: No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by this Certificate of Incorporation or by amendment thereof or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled as a matter of right to purchase or subscribe for or receive any bonds, debentures or other obligations which the Corporation may issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant to warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock, but all such additional issues of stock, rights, options, or of bonds, debentures or other obligations convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for or purchase any shares of stock may be issued and disposed of by the Board of Directors to such persons and upon such terms as in their absolute discretion they may deem advisable, subject only to such limitations as may be imposed in this Certificate of Incorporation or in any amendment thereto. SIXTH: An annual meeting of stockholders shall be held for the election of Directors and the transaction of such other business as may properly come before said meeting. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware or for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Except as otherwise provided herein, any such annual or special meeting of stockholders shall be held on a date and at a time and place as may be designated by or in the manner provided in the Bylaws. SEVENTH: The name and mailing address of the Incorporator is Christopher T. Screen, 639 Loyola Avenue, New Orleans, Louisiana 70113. EIGHTH: The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors shall be fixed and may be altered from time to time, as provided in the Bylaws. Election of Directors need not be by ballot unless the Bylaws so provide. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. NINTH: All corporate powers shall be exercised by the Board of Directors of the Corporation except as otherwise provided by law or by this Certificate of Incorporation or by any Bylaws from time to time passed by the stockholders (provided, however, that no Bylaw so created shall invalidate any prior act of the Directors which was valid in the absence of such Bylaw). In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized (a) to make, alter, amend, and repeal the Bylaws of the Corporation, subject to the power of the stockholders, to alter, amend or repeal such Bylaws, (b) to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation: (c) to determine the use and disposition of any surplus or net profits; and (d) to fix the times for the declaration and payment of dividends. TENTH: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular, special or committee meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ELEVENTH: When and as authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding, the Board of Directors may cause the Corporation to sell, lease or exchange all or substantially all, of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. TWELFTH: The Board of Directors may not cause the Corporation to merge or consolidate with or into any other corporation or corporations, unless such merger or consolidation shall have been authorized by the affirmative vote of the holders of a majority of the common stock of the Corporation, issued and outstanding, given at a stockholders' meeting called for that purpose, or authorized by the written consent of the holders of a majority of the common stock of the Corporation issued and outstanding. THIRTEENTH: To the fullest extent permitted by the laws of the State of Delaware, or any other applicable law presently or hereafter in effect, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. Any repeal or modifications of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. FOURTEENTH: If after the date of adoption of this Certificate of Incorporation any provision of this Certificate of Incorporation is invalidated on any grounds by any court of competent jurisdiction, then only such provision shall be deemed inoperative and null and void and the remainder of this Certificate of Incorporation shall not be affected thereby. FIFTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, Directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of August, 2000. Incorporator: ___________________________ Christopher T. Screen 639 Loyola Avenue New Orleans, Louisiana 70113 EX-3 31 a0850137b.txt Exhibit B-37(b) BY-LAWS OF ENTERGY POWER E & C CORPORATION ARTICLE I Offices The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation also may have offices at such other places, both within and without the State of Delaware, as from time to time may be designated by the Board of Directors. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Delaware) outside the State of Delaware and at such place or places as from time to time may be designated by the Board of Directors. ARTICLE III Meetings of Stockholders Section 1. Annual Meetings. Each annual meeting of the stockholders shall be held (i) at a time fixed by the Board of Directors, on the third Friday in May, if not a legal holiday; (ii) if a legal holiday, then at the same time on the next business day which is not a legal holiday; or (iii) at such date and time during such calendar year as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The annual meeting of the stockholders shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Delaware as may be designated by the Board of Directors and stated in the notice of the meeting. At each such meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may come before the meeting. Written notice of the time and place designated for the annual meeting of the stockholders of the Corporation shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days prior to said meeting, but at any meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. If mailed, said notice shall be directed to each stockholder at his or her address as the same appears on the stock ledger of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Delaware for purposes as to which there are special statutory provisions, and for such other purposes as required or permitted by the Certificate of Incorporation or otherwise, whenever called by resolution of the Board of Directors, or by the Chairman of the Board, the President, or the holders of a majority of the issued and outstanding shares of the common stock of the Corporation. Any such special meeting of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as may be specified in the notice thereof. Business transacted at any special meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. Except as otherwise expressly required by the laws of the State of Delaware or the Certificate of Incorporation, written notice of each special meeting, stating the day, hour and place, and in general terms the business to be transacted thereat, shall be delivered personally or mailed to each stockholder entitled to vote thereat not less than ten (10) and not more than sixty (60) days before the meeting. If mailed, said notice shall be directed to each stockholder at his or her address as the same appears on the stock ledger of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in said request. At any special meeting at which all stockholders shall be present, or of which all stockholders not present have waived notice in writing, the giving of notice as above described may be dispensed with. Section 3. Quorum. At any meeting of the stockholders of the Corporation, except as otherwise expressly provided by the laws of the State of Delaware or the Certificate of Incorporation, there must be present, either in person or by proxy, in order to constitute a quorum, stockholders owning a majority of the issued and outstanding shares of the common stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the common stock which is represented at such meeting, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 4. Voting. Each holder of record of the common stock of the Corporation shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote for each share of common stock standing in his or her name on the books of the Corporation, and such votes may be cast either in person or by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his or her duly authorized attorney, and filed with the Secretary before being voted on, but no proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period. Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, the holders of the common stock of the Corporation shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a stockholders' meeting. The vote on all elections of Directors and other questions before the meeting need not be by ballot, except upon demand by the holders of the majority of the shares of the common stock of the Corporation present in person or by proxy. When a quorum is present at any meeting of the stockholders of the Corporation, the vote of the holders of a majority of the shares of the common stock of the Corporation and present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, under any provision of the laws of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such provision shall govern and control the decision of such question. Whenever the vote of the holders of the common stock of the Corporation at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of the laws of the State of Delaware or of the Certificate of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding common stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. Section 5. List of Stockholders. The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 6. Organization. The Chairman of the Board or the President, or in their absence, any Vice President, shall call to order meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and all of the Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting. ARTICLE IV Directors Section 1. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the laws of the State of Delaware, the Certificate of Incorporation, and any By-Laws from time to time passed by the stockholders; provided, however, that no By-Law so created shall invalidate any prior act of the Directors which was valid in the absence of such By-Law. Section 2. Number of Directors. The number of Directors which shall constitute the whole Board shall be not less than one (1) nor more than ten (10). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors at any regular or special meeting. Directors need not be stockholders. Directors shall be elected at the annual meeting of the stockholders of the Corporation, except as herein provided, to serve until the next annual meeting of stockholders and until their respective successors are duly elected and have qualified. Section 3. Vacancies. Vacancies occurring among the Directors (other than in the case of removal of a Director) shall be filled by a majority vote of the Directors then in office with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by the sole remaining Director with the consent of the holders of a majority of the issued and outstanding common stock of the Corporation, or by resolution duly adopted by the holders of a majority of the issued and outstanding common stock of the Corporation, at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting of stockholders following any vacancy. Section 4. Removal. At any meeting of stockholders of the Corporation called for the purpose, the holders of a majority of the issued and outstanding shares of the common stock of the Corporation may remove from office, with or without cause, any or all of the Directors and the successor of any Director so removed shall be elected by the holders of a majority of the issued and outstanding common stock of the Corporation at such meeting or at a later meeting. Section 5. Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and at the same place at which regular meetings of the Board of Directors are held, or at such other time and place as may be provided by resolution of the Board of Directors, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute a meeting, provided a quorum is present. In the event that such first meeting of the newly elected Board of Directors is not held at the time and place authorized by the foregoing provision, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all the Directors. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall from time to time be determined by resolutions of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President on reasonable notice as provided in these By-Laws, and such meetings shall be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall be specified in the notice thereof. Directors present thereat, by majority vote, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. Except as may be otherwise specifically provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the Directors present at the time of such vote shall be the act of the Board of Directors if a quorum is present. Section 6. Notice of Meetings. Notice of any meeting of the Board of Directors requiring notice shall be given to each Director by personal delivery or by mail or by telegram, in any case at least forty-eight (48) hours before the time fixed for the meeting. At any meeting at which all Directors shall be present, or at which all Directors not present have waived notice in writing, the giving of notice as above described may be dispensed with. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when such Director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. Section 7. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these By- Laws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board. Section 8. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By- Laws, members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and participation in a meeting pursuant to this Section 8 of Article IV shall constitute presence in person at such meeting. Section 9. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. ARTICLE V 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, appoint an Executive Committee of not less than two or more than five members, to serve during the pleasure of the Board of Directors, to consist of the Chairman of the Board, and such additional Director(s) as the Board of Directors may from time to time designate. The Chairman of the Board of the Corporation shall be Chairman of the Executive Committee. Section 2. Procedure. The Executive Committee shall meet at the call of the Chairman of the Executive Committee or of any two members. 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 fullest extent permitted by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The taking of 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. In the absence or disqualification of a member of any committee (including the Executive Committee), the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. ARTICLE VI Officers Section 1. Number, Election and Term of Office. The Board of Directors may elect a Chairman of the Board, a Chief Executive Officer, and/or a Chief Operating Officer, and shall elect a President, a Secretary, a Treasurer, and in their discretion, one or more Vice Presidents. The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the business and affairs of the Corporation. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of the stockholders (other than the initial officers elected by unanimous consent of the initial Board of Directors), and each shall hold his or her office until his or her successor shall have been duly elected and qualified or until he or she shall have died or resigned or shall have been removed by majority vote of the entire Board of Directors. Any number of offices may be held by the same person. The Board of Directors may from time to time appoint such other officers and agents as the interest of the Corporation may require and may fix their duties and terms of office. Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. He or she shall preside at all meetings of the Board of Directors, and shall have such other duties as from time to time may be assigned to him by the Board of Directors, by the Executive Committee or, if the President shall have been designated chief executive officer of the Corporation, by the President. Section 3. President. The President shall perform all duties incident to the office of a president of a corporation and such other duties as from time to time may be assigned to him by the Board of Directors or by the Executive Committee, or if the Chairman of the Board shall have been designated chief executive officer of the Corporation, by the Chairman of the Board. At any time when the office of the Chairman of the Board shall be vacant or if the Board of Directors shall not elect a Chairman of the Board, the President of the Corporation shall be the chief executive officer of the Corporation. Section 4. Vice Presidents. Each Vice President shall have such powers and shall perform such duties and from time to time may be conferred upon or assigned to him by the Board of Directors or as may be delegated to him by the Chairman of the Board (if chief executive officer) or the President. Section 5. Secretary. The Secretary, or in the absence or unavailability of the Secretary, an Assistant 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 the law and these By- Laws; shall be custodian of the records and of the corporate seal of the Corporation; shall see that the corporate seal is affixed to all documents the execution of which under the seal is duly authorized, and when the seal is so affixed may attest the same; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock of the Corporation; and in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, and the time when they respectively became owners thereof. Section 6. 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 Board of Directors or by the Treasurer if so authorized by the Board of Directors; 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 on the Corporation and pay out and dispose of the proceeds under the direction of the Board; shall render or cause to be rendered to the Chairman of the Board (if chief executive officer), the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; may sign, with the Chairman of the Board (if chief executive officer), the President or a Vice President, certificates of stock 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 by the Chairman of the Board (if chief executive officer), the President or the Board of Directors. Section 7. Tax Officers. The Tax Officer shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Corporation. Section 8. Subordinate Officers. The Board of Directors may appoint such assistant secretaries, assistant treasurers and other subordinate 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 the chief executive officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof. Section 9. Transfer of Duties. The Board of Directors in its absolute discretion may transfer the power and duties, in whole or in part, of any officer to any other officer, or persons, notwithstanding the provisions of these By-Laws, except as otherwise provided by the laws of the State of Delaware. Section 10. Vacancies, Absences. If the office of Chairman of the Board, President, Vice President, Secretary or Treasurer, or of any other officer or agent becomes vacant for any reason, the Board of Directors may, but is not required to, choose a successor to hold office for the remainder of the unexpired term. Except when the law requires the act of a particular officer, the Board of Directors whenever necessary may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the one absent 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 11. Removals. At any meeting of the Board of Directors called for the purpose, any officer or agent of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Section 12. Resignations. Any officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Section 13. Compensation of Officers. The officers shall receive such salary or compensation as may be determined by the affirmative vote of the majority of the Board of Directors. No officer shall be prevented from receiving such salary or compensation by reason of the fact that he or she is also a Director of the Corporation. ARTICLE VII Contracts, Checks and Notes Unless the Board of Directors shall otherwise specifically direct, all contracts, checks, drafts, bills of exchange and promissory notes and other negotiable instruments of the Corporation shall be executed in the name of the Corporation by the Chairman of the Board, the President, a Vice President, Secretary or Treasurer or any officer as may be designated by the Board of Directors. ARTICLE VIII Capital Stock Section 1. Certificates of Stock. The certificates for shares of the stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be prepared or approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation, by the Chairman of the Board (if chief executive officer), the President or a Vice President, and by the Treasurer or the Secretary certifying the number of shares owned by him or her and the date of issue; and no certificate shall be valid unless so signed. All certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. All signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Section 2. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact 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 the laws of the State of Delaware . Section 4. Lost Certificates Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of the fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors, in its discretion, may require the owner of the lost or destroyed certificate, or his or her legal representative, to give the Corporation a bond in a sum sufficient, in the opinion of the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. A new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE IX Dividends Dividends upon the common stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the common stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X Waiver of Notice Whenever any notice whatever is required to be given by statute or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent thereto, unless expressly provided otherwise in such statute, Certificate of Incorporation or these By-Laws. ARTICLE XI Seal The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware", or shall be in such other form as the Board of Directors may prescribe. ARTICLE XII Fiscal Year The fiscal year of the Corporation shall be the calendar year. ARTICLE XIII Indemnification; Advancement of Expenses; Insurance and Other Funding Arrangements Section 1. Mandatory Indemnification - Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("Action"), whether civil, criminal, administrative or investigative (other than an Action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such Action if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Action, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal Action, had reasonable cause to believe that his or her conduct was unlawful. The right to indemnification under this Section 1 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 2. Mandatory Indemnification - Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such Action if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification under these By-Laws shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Action was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. The right to indemnification under this Section 2 of Article XII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 3. Mandatory Indemnification - Successful Party. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Action referred to in Sections 1 or 2 of this Article XIII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The right to indemnification under this Section 3 of Article XIII shall be a contract right that may be enforced in any lawful manner by a person entitled to such indemnification. Section 4. Permissive Indemnification. Except as otherwise expressly provided in Section 2 of this Article XIII, the Corporation may also indemnify any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all or part of any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Action if it shall be determined in accordance with the applicable procedures set forth in Section 5 that such person is fairly and reasonably entitled to such indemnification. Section 5. Procedure. Any indemnification under the foregoing provisions of this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2, or is entitled to indemnification under Section 4, of this Article XIII. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum, as defined in the Certificate of Incorporation or these By- Laws, consisting of Directors who are not or were not parties to any pending or completed Action giving rise to the proposed indemnification, or (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Section 6. Advance Payments. Expenses (including attorneys' fees) incurred or reasonably expected to be incurred by a Director or officer of the Corporation in defending any Action referred to in Sections 1 or 2 of this Article XIII shall be paid by the Corporation in advance of the final determination thereof upon receipt by the Corporation of his or her written request therefor and his or her written promise to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized or required by this Article XIII. The right of Directors and officers to advancement of expenses under this Section 6 of Article XIII shall be a contract right that may be enforced in any lawful manner by a Director or officer of the Corporation. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 7. Provisions Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses, may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XIII. Section 9. Other Arrangements. The Corporation also may obtain a letter of credit, act as a self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons. Section 10. Severability. If this Article XIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person as to whom the Corporation has agreed to grant indemnity, as to liabilities and expenses, and amounts paid or to be paid in settlement with respect to any proceeding, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article XIII that shall not have been invalidated and to the full extent permitted by applicable law. Section 11. Miscellaneous. (a) For the purposes of this Article XIII, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a Director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as he or she would if he had served the resulting or surviving corporation in the same capacity. (b) For purposes of this Article XIII, references to "other enterprises" shall include employee benefit plans; references to "fines' shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any services as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article XIII. (c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIV General Provisions Section 1. The Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation may attend any meeting of the holders of stock or other securities of any other corporation, any of whose stock or other securities are held by the Corporation, and cast the votes which the Corporation is entitled to cast as a stockholder or otherwise at such meeting, or may consent in writing to any action by any such corporation, and may execute on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or appropriate. Any of the foregoing acts or functions may also be performed by any one or more of such persons as shall from time to time be authorized by the Board of Directors or by a writing executed by the chief executive officer of the Corporation. Section 2. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall from time to time designate, and shall be drawn out only by signed checks or by telephonic or other electronic advice given and subsequently confirmed by means which the bank or trust company may require, by persons designated in a resolution or resolutions of the Board of Directors or by such other persons designated by a writing executed by persons authorized to so designate in a resolution or resolutions of the Board of Directors. Section 3. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegraph, and any such notice shall be deemed to be given when delivered to an office of the transmitting company with all charges prepaid. Section 4. Alterations, amendments or repeals of these By-Laws, or any of them, may be made by a majority of the stockholders entitled to vote at any meeting thereof, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal, or by the Board of Directors by a majority vote of the whole Board of Directors at any meeting thereof, provided notice of such alteration, amendment or repeal has been given to each Director in writing. No notice of any alteration, amendment or repeal need be given if adopted by action taken at a meeting duly held on waiver of notice. EX-4 32 a08501c5a.txt Exhibit C-5(a) ENTERGY NEW ORLEANS, INC. to THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) And STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki) As Trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987 of Entergy New Orleans, Inc. NINTH SUPPLEMENTAL INDENTURE Providing among other things for First Mortgage Bonds, 6.65% Series due March 1, 2004 (Twelfth Series) Dated as of February 1, 2001 NINTH SUPPLEMENTAL INDENTURE, dated as of February 1, 2001, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Building, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to HARRIS TRUST COMPANY OF NEW YORK), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture"); WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, and its Eighth Supplemental Indenture, dated as of July 1, 2000 (the "Eighth Supplemental Indenture"), each as a supplement to the Original Indenture, which Supplemental Indentures have been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Ninth Supplemental Indenture is to be recorded; and WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co- Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co- Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds: Series Principal Principal Amount Amount Issued Outstanding 10.95% Series due May 1, 1997 $75,000,000 None 13.20% Series due February 1, 1991 1,400,000 None 13.60% Series due February 1, 1993 29,400,000 None 13.90% Series due February 1, 1995 9,200,000 None 7% Series due March 1, 2003 25,000,000 $25,000,000 8% Series due March 1, 2023 45,000,000 45,000,000 7.55% Series due September 1, 2023 30,000,000 30,000,000 8.67% Series due April 1, 2005 30,000,000 None 8% Series due March 1, 2006 40,000,000 40,000,000 7% Series due July 15, 2008 30,000,000 30,000,000 8.125% Series due July 15, 2005 30,000,000 30,000,000 ; and WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and WHEREAS, the Company desires to create a new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid, binding and legal instrument have been performed, and the issue of said series of bonds, subject to the terms of the Indenture, has been in all respects duly authorized; NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other governmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kind or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VI hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all the rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby. PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Ninth Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default. TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever. IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Ninth Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01 Terms From the Original Indenture and First through Eighth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Ninth Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Eighth Supplemental Indentures, as the case may be. Section 1.02 Certain Defined Terms. As used in this Ninth Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise: The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Bonds of the Twelfth Series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight basis, rounding to the nearest month); or (ii) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date. The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business. The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the Twelfth Series that would be utilized at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturities to the remaining term of the Bonds of the Twelfth Series. The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. The term "Independent Investment Banker" shall mean Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. The term "Original Indenture" shall have the meaning specified in the first paragraph hereof. The term "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. The term "Reference Treasury Dealer" shall mean (i) Morgan Stanley & Co. Incorporated and its successors; provided, however, that if it shall cease to be a primary United States Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company. The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date. The term "Twelfth Series" shall have the meaning specified in Section 2.01. Section 1.03 References are to Ninth Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Ninth Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Ninth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto. Section 1.04 Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders. ARTICLE II THE TWELFTH SERIES Section 2.01 Bonds of the Twelfth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 6.65% Series due March 1, 2004 (herein sometimes referred to as "Twelfth Series"), each of which shall also bear the descriptive title "First Mortgage Bond". The form of Bonds of the Twelfth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Twelfth Series shall mature on March 1, 2004 and shall be issued only as fully registered bonds in denominations of One Thousand Dollars and, at the option of the Company, in any multiple or multiples thereof (the exercise of such option to be evidenced by the execution and delivery thereof). Bonds of the Twelfth Series shall bear interest at the rate of six and sixty-five one hundredths percent (6.65%) per annum (except as hereinafter provided), payable semi-annually in arrears on March 1 and September 1 of each year, and at maturity or earlier redemption, the first interest payment to be made on September 1, 2001 for the period from the date of original issuance of the Bonds of the Twelfth Series to September 1, 2001; the principal and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Twelfth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Overdue principal and (to the extent permitted by law) overdue interest in respect of the bonds of the Twelfth Series shall bear interest (before and after judgment) at the rate of seven and sixty-five one hundredths percent (7.65%) per annum. Interest on the Bonds of the Twelfth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Twelfth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Twelfth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose. Section 2.02 Redemption of Bonds of the Twelfth Series. (a) Bonds of the Twelfth Series shall be redeemable, at the option of the Company, in whole at any time, or in part from time to time, prior to maturity, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Twelfth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Twelfth Series being redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus .15%, plus, in each case, accrued interest thereon to such redemption date; provided, however, that in the event that the taking, sale, transfer or other conveyance described in Section 2.02(d) hereof shall have occurred, during the period commencing on the occurrence of such event and ending on the day following the date that Bonds of the Twelfth Series are redeemable pursuant to Section 2.02(d) hereof, the redemption price for the redemption of Bonds of the Twelfth Series pursuant to this Section 2.02(a) shall be at least 101% of the principal amount of the Bonds of the Twelfth Series being redeemed plus accrued interest thereon to the redemption date. (b) Bonds of the Twelfth Series shall also be redeemable in whole or in part, at any time prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Original Indenture) of cash delivered to or deposited with the Trustee pursuant to the provisions of Section 9.05 and 11.06 of the Original Indenture, at the special redemption price of 100% of the principal amount of the Bonds of the Twelfth Series being redeemed, plus accrued interest thereon to the redemption date; provided, however, that in the event that the taking, sale, transfer or other conveyance described in Section 2.02 (d) hereof shall have occurred, the special redemption price for any redemption pursuant to this Section 2.02(b) from cash delivered or deposited with the Trustee in respect thereof shall be 101% of the principal amount of the Bonds of the Twelfth Series being redeemed plus accrued interest thereon to the redemption date. (c) Bonds of the Twelfth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended. (d) Bonds of the Twelfth Series shall also be redeemable as follows: Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee, and upon receipt of such request the Trustee shall take all requisite action to prepare (in consultation with the Company) and mail written notice thereof to each registered holder of any Outstanding Bond of the Twelfth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(d) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(d) of this Ninth Supplemental Indenture and that the holder of any Bond or Bonds of the Twelfth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Twelfth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(d) set forth. Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Twelfth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Twelfth Series redeemed by the Company on the sixtieth (60th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Twelfth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Twelfth Series so redeemed, the Company shall, on the sixtieth (60th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Twelfth Series which are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued interest thereon to the redemption date. Section 2.03 Transfer and Exchange. At the option of the registered owner, any Bonds of the Twelfth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. Bonds of the Twelfth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York. Upon any such exchange or transfer of Bonds of the Twelfth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Twelfth Series. Section 2.04 Dating of Bonds and Interest Payments. (a) Each Bond of the Twelfth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Twelfth Series dated prior to September 1, 200l shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Twelfth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Twelfth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no interest shall have been paid on the Bonds of the Twelfth Series. (b) Notwithstanding the foregoing, Bonds of the Twelfth Series shall be dated so that the person in whose name any Bond of the Twelfth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Twelfth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Twelfth Series issued upon any transfer or exchange subsequent to such close of business and prior to such interest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Twelfth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series. ARTICLE III OTHER PROVISIONS FOR RETIREMENT OF BONDS Section 3.01 Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Eighth Supplemental Indenture": ", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Twelfth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Ninth Supplemental Indenture," Section 3.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Twelfth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Twelfth Series to be redeemed, plus accrued interest thereon to the redemption date. ARTICLE IV COVENANTS Section 4.01 Maintenance of Paying Agency. So long as any bonds of the Twelfth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any bonds of the Twelfth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made. Section 4.02 Further Assurances. From time to time whenever reasonably requested by the Trustee or the holders of a majority in principal amount of bonds of the Twelfth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of such bonds. Section 4.03 Limitation on Restricted Payments. (a) So long as any bonds of the Twelfth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to January 31, 2001 (other than any dividend declared by the Company on or before January 31, 2001) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions, or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to January 31, 2001, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act. For the purpose of this Section 4.03, the aggregate amount credited subsequent to January 31, 2001, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to January 31, 2001. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01 Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Ninth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Ninth Supplemental Indenture. Section 5.02 Effect of Ninth Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Ninth Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Ninth Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for. Section 5.03 Record Date. The holders of the Bonds of the Twelfth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Twelfth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. Section 5.04 Titles. The titles of the several Articles and Sections of this Ninth Supplemental Indenture shall not be deemed to be any part hereof. Section 5.05 Counterparts. This Ninth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 5.06 Governing Law. The laws of the State of New York shall govern this Ninth Supplemental Indenture and the Bonds of the Twelfth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York. ARTICLE VI SPECIFIC DESCRIPTION OF PROPERTY PARAGRAPH ONE The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property. PARAGRAPH TWO The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them. PARAGRAPH THREE All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust. PARAGRAPH FOUR The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private. PARAGRAPH FIVE The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private. PARAGRAPH SIX The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereof, in, on, through, across or under any public streets or highways or other lands or property, public or private. PARAGRAPH SEVEN All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana. Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture. IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written. ENTERGY NEW ORLEANS, INC. By: Nathan E. Langston Vice President and Chief Accounting Officer Attest: Christopher T. Screen Assistant Secretary Executed, sealed and delivered by ENTERGY NEW ORLEANS, INC. in the presence of: THE BANK OF NEW YORK As Trustee By: Terence Rawlins Assistant Vice President Attest: Assistant Treasurer STEPHEN J. GIURLANDO, As Co-Trustee Executed, sealed and delivered by THE BANK OF NEW YORK and STEPHEN J. GIURLANDO in the presence of: STATE OF LOUISIANA ) ) SS.: PARISH OF ORLEANS ) On this 23rd day of February, 2001, before me appeared Nathan E. Langston, to me personally known, who, being duly sworn, did say that he is Vice President of ENTERGY NEW ORLEANS, INC., and that the seal affixed to said instrument is the corporate seal of said corporation and that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Nathan E. Langston acknowledged said instrument to be the free act and deed of said corporation. On the 23rd day of February, 2001, before me personally came Nathan E. Langston, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire, Slidell, Louisiana 70461; that he is a Vice President of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Sylvia R. Bonin Notary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life STATE OF NEW YORK } ss.: COUNTY OF NEW YORK On this _____ day of February, 2001, before me appeared TERENCE RAWLINS to me personally known, who, being by me duly sworn, did say that he is an Assistant Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Terence Rawlins acknowledged said instrument to be the free act and deed of said corporation. On the _____ day of February, 2001, before me personally came TERENCE RAWLINS, to me known, who, being by me duly sworn, did depose and say that he resides at 8 Karwatt Court, Sayreville, NJ 08872; that he is an Assistant Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. William J. Cassels Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 16, 2002 STATE OF NEW YORK } ss.: COUNTY OF NEW YORK On this ___ day of February, 2001, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. On the ___ day of February, 2001, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same. William J. Cassels Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 16, 2002 EXHIBIT A [FORM OF BOND OF THE TWELFTH SERIES] [(See legend at the end of this bond for restrictions on transferability and change of form)] FIRST MORTGAGE BOND 6.65% Series due March 1, 2004 CUSIP No. 29364P AC 7 No. R- __ $_________ ENTERGY NEW ORLEANS, INC. , a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on March 1, 2004 in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof , if the date of this bond is prior to September 1, 2001, or, if the date of this bond is on or after September 1, 2001, from the March 1 or September 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of six and sixty-five one hundredths percent (6.65%) per annum in like coin or currency on March 1 and September 1 in each year, commencing September 1, 2001, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of seven and sixty-five one hundredths percent (7.65%) per annum. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed. The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company. This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds 6.65% Series due March 1, 2004 (herein called bonds of the Twelfth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage. The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Twelfth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage. Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond. No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed. The bonds are issuable as registered bonds without coupons in the denominations of $1,000 and integral multiples thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary. This bond is redeemable at the option of the Company under certain circumstances in the manner and at such redemption prices as are provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof. Dated: ENTERGY NEW ORLEANS, INC. By: Title: Attest: Name: Title: [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION CERTIFICATE This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage. THE BANK OF NEW YORK, as Trustee, By: Authorized Signatory LEGEND [Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).] -----END PRIVACY-ENHANCED MESSAGE-----