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(a)

the purchase or other acquisition by any person, entity or group of persons, acting in concert within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of thirty percent (30%) or more of either the shares of common stock outstanding immediately following such acquisition or the combined voting power of Entergy Corporation's voting securities entitled to vote generally and outstanding immediately following such acquisition, other than any such purchase or acquisition in

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(b)

the consummation of a merger or consolidation of Entergy Corporation, or any direct or indirect subsidiary of Entergy Corporation with any other corporation, other than a Non-CIC Merger, which shall mean a merger or consolidation immediately following which the individuals who comprise the Board of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);

(c)	the stockholders of Entergy Corporation approve a plan of complete liquidation or dissolution of Entergy Corporation or there is consummated an agreement for the sale or disposition by Entergy Corporation of all or substantially all of Entergy Corporation's assets; or

(d)

any change in the composition of the Board of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such two consecutive year period or appointment, election or nomination for election was previously so approved

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(a)

the substantial reduction or alteration in the nature or status of the Participant's duties or responsibilities from those in effect on the date immediately preceding the first day of the Change Control Period, other than an insubstantial and inadvertent act that is remedied by the System Company employer promptly after receipt of notice thereof given by Participant and other than any such alteration primarily attributable to the fact that Entergy Corporation may no longer be a public company;

(b)

a reduction of 5% or more in Participant's annual rate of base salary as in effect immediately prior to commencement of a Change in Control Period, which shall be calculated exclusive of any bonuses, overtime, or other special payments, but including the amount, if any, the Participant elects to defer under: (1) a cash or deferred arrangement qualified under Code Section 401(k); (2) a cafeteria plan under Code Section 125; (3) a qualified transportation fringe under Code Section 132(f)(4); (4) the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, or any successor or replacement plan; and (5) any other nonqualified or statutory deferred compensation plan, agreement, or arrangement in which the Participant may hereafter participate or be a party;

(c)	requiring Participant to be based at a location outside of the continental United States and other than his primary work location as it existed on the date immediately preceding the first day of the Change in Control Period, except for required travel on business of any System Company to an extent substantially consistent with the Participant's present business obligations;

(d)

failure by System Company employer to continue in effect any compensation plan in which Participant participates immediately prior to the commencement of the Change in Control Period which is material to Participant's total compensation, including but not limited to compensation plans in effect, including stock option, restricted stock, stock appreciation right, incentive compensation, bonus and other plans or any substitute plans adopted prior to the Change in Control Period, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by System Company employer to continue Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant's participation relative to other participants, as existed immediately prior to the Change in Control; or

(e)	failure by System Company employer to continue to provide Participant with benefits similar to those enjoyed by Participant under any of the System Company's pension, savings, life insurance, medical, health and accident, or disability plans in which Participant was participating immediately prior to the Change in Control Period, the taking of any other action

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(a)	Entergy Corporation or any affiliate or subsidiary company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or

(b)	the Board of Directors adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred; or

(c)	any System Company or any person or entity publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or

(d)

any person or entity becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time), either directly or indirectly, of securities of Entergy Corporation representing 20% or more of either the then outstanding shares of common stock of Entergy Corporation or the combined voting power of Entergy Corporation's then outstanding securities (not including in the calculation of the securities beneficially owned by such person or entity any securities acquired directly from Entergy Corporation or its affiliates).

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(a)	The Participant's employment is terminated by Employer other than for Cause (as defined in Section 6.0l(a)); or

(b)	The Participant terminates his System employment for Good Reason.

(a)	System Management Level I ( Chief Executive Officer and Chairman of the Board of

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(a)	Separation Benefit. Subject to the remaining Subsections of this Section 3.02, each Participant who is fully vested in his Qualified Plan benefit and is a non-bargaining Employee at the time of his Separation from Service, shall be entitled upon his Separation from Service to a benefit under this Plan equal to the excess of (1) over (2), where (1) and (2) are as follows:

(1)	the lump sum payment that would have been payable to the Participant on the Income Payment Date under the Qualified Plan, but taking into account any additional earnings and compensation described in Subsection 3.02(b) and without regard to any provisions contained in the Qualified Plan relating to a maximum limitation on pension benefits imposed under Code Sections 401(a)(l 7) and/or 415; and

(2)	the lump sum payment that would have been payable to the Participant on the Income Payment Date, based on the provisions of the Qualified Plan.

(b)	Earnings and Compensation Taken into Account. Solely for purposes of determining benefits under this Plan, a Participant's earnings or compensation considered in determining the lump sum payment that would have been payable under the Qualified Plan shall be deemed to also include the amount if any, of base salary and incentives

(c)	Death Benefit. In the event of the death of a Participant prior to his Income Payment Date, if such Participant is fully vested in his Qualified Plan benefit and is a non­ bargaining Employee at the time of his death, the Participant's Beneficiary shall receive a death benefit under this Plan in a single-sum amount equal to the excess of

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(1)	over (2), where (1) and (2) are as follows:

(1)

the lump sum pre-retirement death benefit that would have been payable to a Beneficiary under the Qualified Plan as of the first day of the month following the Participant's death, but determined taking into account any additional eligible earnings described in Subsection 3.02(b), and without regard to any provisions contained in the Qualified Plan relating to a maximum limitation on pension and/or death benefits imposed under Code Sections 401(a)(l 7) and/or 415; and

(2)	the lump sum pre-retirement death benefit that would have been payable to a Beneficiary under the Qualified Plan as of the first day of the month following the Participant's death, based on the provisions of the Qualified Plan.

(a)

Separation Benefit. Subject to the remaining provisions of this Section 4.01, each Participant who satisfies the requirements of Section 3.02(a) shall receive a single­ sum payment equal to the Participant's benefit determined under Subsection 3.02(a). Payment of such single-sum benefit shall be made as soon as reasonably practicable following the Participant's Income Payment Date. In all events, the single-sum payment shall be made no later than the end of the calendar year that includes the Participant's Income Payment Date or, if later, by the 15th day of the third calendar month following the Participant's Income Payment Date. A Participant's benefits under    Plan shall be paid in accordance with the terms of this Article IV, regardless of the date of benefit commencement under the Qualified Plan.

(b)	Death Benefit. In the event of the death of a Participant prior to his Income Payment Date, if such Participant satisfies the requirements of Section 3.02(c) at the time of his death, the Participant's Beneficiary shall receive a death benefit under this Plan as

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(a)	"Cause" shall mean:

(1)

willful and continuing failure by Participant to substantially perform Participant's duties (other than such failure resulting from the Participant's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by Participant) that has not been cured within thirty (30) days after a \\-Titten demand for substantial performance is delivered to Participant by the board of directors of Employer, which demand specifically identifies the manner in which the board believes that Participant has not substantially performed Participant's duties; or

(2)	the willful engaging by the Participant in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or

(3)	conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have a material adverse effect on Participant's ability to carry out Participant's duties or upon the reputation of any System Company; or

(4)	a material violation by Participant of any agreement Participant has with a System Company; or

(5)	unauthorized disclosure by Participant of the confidences of any System Company.

(b)

"Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant's employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the terminating Employer's board of directors at a meeting of such board of directors which was called and held for the purpose of considering such termination (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before that board) finding that, in the good faith opinion of the board, Participant was guilty of conduct set forth in the definition of Cause herein, and specifying the particulars thereof in detaiL

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(a)

Without Employer permission, Employee removes, copies, or fails to return if he or she has already removed, any property belonging to one or all of the System Companies, including, but not limited to, the original or any copies of any records, computer files or disks, reports, notes, documents, files, audio or video tapes, papers of any kind, or equipment provided by any one or all of the System Companies or created using property of or for the benefit of one or all of the System Companies;

(b)

Other than as authorized by a System Company, or as required by law, or as necessary for the Participant to perform his duties for a System Company employer, the Participant shall divulge, communicate or use to the detriment of the Employer or the System, or use for the benefit of any other person or entity, or misuse in any way, any confidential or proprietary information or trade secrets of the Employer or the System, including without limitation non-public financial information, know-how, formulas, or other technical data. Disclosure of information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that the Participant gives the System Company immediate notice of any such subpoena or request and fully cooperates with any action by System Company to object to, quash, or limit such request; or

(c)

Participant engages in any employment (without the prior written consent of his last System Company employer) either individually or with any person, corporation, governmental agency or body, or other entity in competition with, or similar in nature to, any business conducted by any System Company at any time within the "Applicable Period" (as defined below) and commencing upon termination of employment, where such competing employer or employment is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such Applicable Period, in which case Participant shall be required to repay any Plan benefits previously received by him. For purposes of this Subsection 6.02(c), "Applicable Period" shall mean:

(1)	two (2) years for Participants at System Management Levels 1 and 2 at the commencement of the Change in Control Period, provided, however, that the two­ year Applicable Period shall be extended to three (3) years if otherwise permissible under applicable law;

two	years    Participants at System Management Level 3 at the commencement        Change in Control Period; and

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(a)	to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan on a consistent and uniform basis;

(b)	to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;

(c)	to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive any benefit under the Plan;

to	such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;

(c)	to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;

(d)	to compute the amount of any benefits payable under the Plan;

(e)	to execute or deliver any instrument or make any payment on behalf of the Plan;

(f)	to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;

(g)	to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan; and

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(a)	the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;

(b)	if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and

(c)	an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

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